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BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM 1

and 2

DEPARTMENT OF THE TREASURY 3

THE OFFICE OF THE COMPTROLLER OF THE CURRENCY 4

5

6

7

8

PUBLIC MEETING: 9

PROPOSAL BY U.S. BANCORP TO ACQUIRE MUFG UNION BANK, 10

NATIONAL ASSOCIATION AND TO MERGE MUFG UNION BANK WITH 11

AND INTO U.S. BANK NATIONAL ASSOCIATION 12

13

14

15

16

17

18

Tuesday, March 8, 2022 19

11:00 a.m. EST to 7:00 p.m. EST 20

21

22

23

24

25

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PRESIDING OFFICERS: 1

BEN OLSON 2

DONNA MURPHY 3

4

PANELISTS: 5

ANDREW MOSS 6

BARRY WIDES 7

CHRIS WANGEN 8

DAFINA STEWART 9

JASON ALMONTE 10

RON PASCH 11

SUSAN MOTYKA 12

VAISHALI SACK 13

14

TECHNICAL SUPPORT: 15

AMORY GOLDBERG 16

MEAGAN BANTA-LEWIS 17

18

REPRESENTATIVES OF U.S. BANCORP/U.S. BANK AND MUFG UNION BANK 19

ANDREW CECERE 20

REBA DOMINSKI 21

KEVIN CRONIN 22

JULIUS ROBINSON 23

24

25

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PERSONS PROVIDING ORAL REMARKS: 1

GROUP 1: 2

SHARON KINLAW 3

KEVIN STEIN 4

JESSE VAN TOL 5

JYOTSWAROOP BAWA 6

DONI TADESSE 7

SHERRI JACKSON 8

DEBORA BRIGHT-LANEY 9

DOLORES GOLDEN 10

KENDRA LEWIS 11

DARRYL RUTHERFORD 12

13

GROUP 2: 14

KAREN PETROU 15

ISMAEL GUERRERO 16

EMILIA DIMENCO 17

RONALD GARNETT 18

PAUL WOODRUFF 19

CHRISTINE HESS 20

TINA QUIGLEY 21

DAMIAN BUCHMAN 22

KEVIN WILSON 23

KERRY DOI 24

25

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GROUP 3: 1

MICHELLE MERCED 2

LENWOOD LONG 3

BEVERLY NOERR 4

PATRICIA GARCIA DUARTE 5

ALLYSUNN WILLIAMS 6

7

GROUP 4: 8

CHRISTINE AVLON 9

AL PINA 10

MATTHEW LEE 11

KENNETH THOMAS 12

MICHAEL GOSMAN 13

BRENDA CAMPBELL 14

LAURA FERNEA 15

JORGE FRANCO 16

17

GROUP 5: 18

PARISA ESMAILI 19

BRENDA RODRIGUEZ 20

RENEE SATTIEWHITE 21

CLAUDIA VIEK 22

FRANK ALTMAN 23

JAY UNGOS 24

NATHANIEL RHOTON 25

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SHARON SMITH-AKINSANYA 1

ATHENA WILLIAMS 2

DANNY SHERLOCK 3

4

GROUP 6: 5

MARK STIVERS 6

KATIE LAMONT 7

PAUL AINGER 8

RABEYA SEN 9

JOHANNA TORRES 10

11

GROUP 7: 12

NICHOLAS WILLIAMS 13

LOUIS KING 14

HOLLY BENSON 15

DAVE GLASER 16

CECIL PLUMMER 17

LES MCCABE 18

DON WELLS 19

CARMEN CASTRO 20

ALFRED OSBORNE 21

JOE CAVANAUGH 22

23

GROUP 8: 24

JONATHAN ZEICHNER 25

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SHARON EVANS 1

TOM KILGANNON 2

TAMMY MARINE 3

KEVIN JACKSON 4

JOEY QUINTO 5

MARISA BARRERA 6

BRATEIL AGHASI 7

ERIKA VAN MERR 8

9

GROUP 9: 10

GINA CUNNINGHAM 11

SARAH LETTS 12

AGNES NOONAN 13

MARY TINGERTHAL 14

REBECCA AGUILERA-GARDINER 15

LEAH MILLER 16

KATHERINE SIDDENS 17

DAVID LIZARRAGA 18

19

GROUP 10: 20

RUBEN GUERRA 21

CLAUDINE CHENG 22

LEO GOLDBERG 23

ELBA SCHILDCROUT 24

MARY SCOTT KNOLL 25

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RAWAN ELHALABY 1

DEBRA GORE-MANN 2

HOLDEN WEISMAN 3

MONICA PALMEIRA 4

RICHARD GIRLING 5

FRANCIS MCILVEEN 6

7

GROUP 11: 8

NICOLE SUYDAM 9

LISA WRIGHT 10

JEFFREY LESK 11

CHARISSE BREMOND 12

RYAN WEYANDT 13

BRAD KETCH 14

ELISE BUIK 15

CALVIN HOLMES 16

17

GROUP 12: 18

HYEPIN IM 19

NIKKI BEASLEY 20

RUDY ESPINOZA 21

YAVETTE HOLTS 22

CLARENCE WILLIAMS 23

CAROLINA MARTINEZ 24

HILDA KENNEDY 25

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WILLIE ELLISON 1

NORMA GARCIA 2

NANCY SWIFT 3

4

GROUP 13: 5

NICK WEINER 6

ANDREW MENOR 7

ADAM BRIONES 8

WILLIAM MICHAEL CUNNINGHAM 9

10

GROUP 14: 11

BOBBY BIVENS 12

KENNETH KELLY 13

PAMELA ISOM 14

ROBERTO BARRAGAN 15

KAREN JOHNSON 16

RUTH GARCIA-CORRALES 17

DAVID MENDOZA 18

FAITH BAUTISTA 19

MARK ANGELINI 20

ANDREW HOAN 21

ADAIR MOSLEY 22

YASMIN DAVIDDS 23

24

25

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C O N T E N T S 1

PAGE 2

Group 1 19 3

Group 2 61 4

Group 3 85 5

Group 4 97 6

Group 5 117 7

Group 6 137 8

Group 7 148 9

Group 8 169 10

Group 9 189 11

Group 10 206 12

Group 11 232 13

Group 12 250 14

Group 13 271 15

Group 14 280 16

17

18

19

20

21

22

23

24

25

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P R O C E E D I N G S 1

MR. OLSON: Good morning. I’m pleased to 2

welcome you March 8th to this important public meeting on the 3

application by U.S. Bancorp to acquire MUFG Union Bank, 4

National Association and the application to merge MUFG Union 5

Bank with and into U.S. Bank National Association. 6

Before we begin, I would like to point out 7

that closed captioning is available for the meeting. 8

You can access it by opening the multimedia viewer panel 9

at the bottom right of your screen and selecting the 10

“continue” button to allow access to live closed 11

captioning. Let me begin by introducing myself. I’m 12

Ben Olson. I am the senior associate director for 13

consumer protection and supervision in the Federal 14

Reserve Board’s Division of Consumer and Community 15

Affairs in Washington, D.C. 16

I will serve as one of the two presiding 17

officers for this public meeting. My colleague, Donna 18

M. Murphy, deputy comptroller for compliance risk policy 19

at the Office of the Comptroller of the Currency, will 20

serve as the other presiding officer. She will 21

introduce herself in just a moment. 22

But first, let me go ahead and introduce our 23

other panelists. For the Federal Reserve Board, we have 24

Vaishali Sack, a deputy associate director in the 25

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Federal Reserve Board’s Division of Supervision and 1

Regulation, and Susan Motyka, who is also a deputy 2

associate director in the Board’s Division of 3

Supervision and Regulation as well as Dafina Stewart, 4

who is an assistant general counsel in the Federal Reserve 5

Board's Legal Division and Chris Wangen, who is an 6

assistant vice president in the Division of Supervision, 7

Regulation and Credit at the Federal Reserve Bank of 8

Minneapolis. 9

For the OCC, we have Barry Wides, deputy 10

comptroller for community affairs. We also have Andrew 11

Moss, director for minority outreach, and Ron Pasch, 12

large bank supervision examiner in charge at U.S. Bank, 13

as well as Jason Almonte, the director for large bank 14

licensing. 15

For today’s sessions -- excuse me -- for 16

today’s meeting, Deputy Comptroller Murphy and I will 17

serve on the agency panel for both sessions. Andrew 18

Moss, Ron Pasch, Sue Motyka and Dafina Stewart will join 19

us to serve on the agency panel during the first half of 20

the meeting, which will go until about 2:30 p.m. 21

Eastern. And then Barry Wides, Jason Almonte, Vaishali 22

Sack and Chris Wangen will join us to serve on the 23

agency panel during the second half of the meeting, 24

which will begin at 3:25 p.m. Eastern. When our 25

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agencies consider the applications related to this 1

proposed merger, we look at a number of factors under 2

the Bank Holding Company Act, which governs the 3

application filed with the Federal Reserve and the Bank 4

Merger Act, which governs the merger application being 5

processed by the OCC. 6

These factors include, first, the convenience 7

and needs of the communities affected by the proposal and 8

under this factor, we consider the effects of the proposed 9

transaction on the convenience and needs of the 10

communities to be served by the resulting financial 11

institution. Additionally, we look at the parties' 12

records of performance under the Community Reinvestment 13

Act. The Community Reinvestment Act requires the Federal 14

Reserve and the OCC to take into account an institution’s 15

record of helping to meet the credit needs of its entire 16

community. 17

Second, we consider the financial condition 18

and future prospects of the combined organization. 19

Third, we consider the managerial resources of the 20

combined organization, including competence, experience 21

and integrity of the officers, directors and principal 22

shareholders of the applicant and the record of 23

compliance with laws and regulations. Fourth, we 24

consider the competitive impact of the proposal; fifth, 25

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the financial stability impact of the proposal; and, 1

sixth, the effectiveness of the institutions involved in 2

the transaction in combatting money-laundering 3

activities. The purpose of today’s public meeting is to 4

receive information regarding these factors as well as 5

any other factual issues related to the U.S. 6

Bancorp/MUFG Union Bank applications. 7

We are very pleased that members of the public 8

have been willing to join and present their views at 9

this public meeting, and we look forward to hearing from 10

you today. With that, I will turn this over to Donna 11

Murphy for her opening remarks. 12

MS. MURPHY: Thank you, Ben. As you 13

mentioned, I am Donna Murphy, and I am the deputy 14

comptroller for compliance risk policy at the OCC. I 15

will serve as co-presiding officer for this meeting. 16

I’d like to make a few remarks about the meeting 17

procedures. 18

The meeting today is an informal public 19

meeting. This is a forum for members of the public to 20

provide comments on the pending applications. Members 21

of the agency panel may ask clarifying questions of 22

those who are presenting. But we are here primarily to 23

listen to you and your comments. The panel will not be 24

answering questions on the proposal, and it does not 25

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exercise any final decision-making authority related to 1

the applications. 2

This is not a formal administrative hearing 3

and is not governed by the Administrative Procedure Act, 4

the federal rules of evidence, the federal rules of 5

civil procedure, the board’s rules of practice for 6

hearings or the OCC’s rules of practice and procedure. 7

Because we have many presenters today, we will endeavor 8

to stay closely to the schedule so that everyone who is 9

asked to provide oral remarks will have the opportunity 10

to do so. 11

In addition, because this is a virtual 12

meeting, it is important that we adhere to the schedule, 13

as presenters may be signing on and off depending on the 14

time period that their group is assigned to present. 15

However, as I will discuss in a minute, all presenters 16

have previously received instructions to be online and 17

prepared to provide oral remarks 20 minutes in advance 18

of their scheduled start time. We remind the presenters 19

to please be mindful of the needs of others and help us 20

stay on schedule. 21

There will be approximately 14 groups of 22

presenters today, and each group consists of six to ten 23

speakers who have requested to provide oral comments. 24

Each presenter will have three minutes to make their 25

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statement and will be expected to keep within their 1

allotted time frame. 2

When it is your turn to speak at the public 3

meeting, one of the members of the production team from 4

the Federal Reserve Bank of St. Louis will announce that 5

you have the floor and will then ask you to turn on your 6

camera and microphone. At this point, you will be 7

elevated to a panelist role and have the ability to 8

unmute yourself and to turn on your camera. 9

Please make sure to press both the unmute 10

button and the video camera button to turn on your audio 11

and camera. To begin, please state your name and, if 12

applicable, what organization you are representing. At 13

the conclusion of your statement, please end with, “This 14

concludes my remarks,” so that the technical team will 15

know your statement has concluded and that your camera 16

may be turned off. 17

Please mute your microphone when your remarks 18

have concluded. The technical team will then switch you 19

back to an attendee, and you will be able to continue to 20

watch the meeting. If you are scheduled to present 21

today and experience connectivity issues, please email 22

stls.cli.digital.services@stls.frb.org for technical 23

assistance. This email address has been displayed on the 24

opening slide and will be checked periodically throughout the 25

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meeting. 1

If you provided a written presentation for use 2

or reference in connection with your oral comments 3

today, the presentation will either be shown on screen 4

while you’re presenting, or it will be currently 5

available at the same location on the board’s public 6

website where people previously registered to attend 7

this public meeting under the public meeting material 8

section. 9

These written presentations are part of each 10

agency’s respective public records. We have a timer 11

that will be shown on camera to aid with keeping track 12

of the amount of time each person has remaining for 13

their oral remarks. If you are providing remarks, you 14

should refer to the timer at the top of the screen to 15

track the amount of time you have left to speak and when 16

your time has expired. Actually, the timer may appear 17

at the bottom of the screen, so please -- but it should 18

be very obvious. 19

Please conclude your remarks with the 20

statement, “This concludes my remarks,” as I mentioned 21

previously, and mute your microphone when your time 22

elapses. In accordance with the agenda that has been 23

distributed, Groups 1 to 14 have approximate start 24

times, as displayed on the agenda. Either Ben, one of 25

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our panelists, a tech producer or I will announce each 1

group of presenters. Each group of speakers will 2

commence after the conclusion of the preceding group or 3

after the conclusion of a scheduled break. 4

Approximately 20 minutes before your group 5

begins, please join the Webex meeting and prepare to 6

turn on your camera and be moved to a speaker role. 7

Although we will endeavor to stay closely to the agenda, 8

we understand that there are unexpected absences or 9

delays that may occur, and that may mean someone who is 10

listed on the agenda may be moved to an earlier group or 11

to a later group. 12

If we need to move you to a different group of 13

speakers, Federal Reserve staff will send an email 14

directly to the email address you provided during 15

registration and will ask if you are able to be moved to 16

an alternative -- alternate time period. Due to 17

copyright concerns, we ask that no artwork or 18

photography be shown in the background during your 19

presentation and that any family photos or photos of 20

other persons be removed from the camera’s view because 21

the people pictured in the photograph will not have 22

authorized the Federal Reserve or the OCC to broadcast 23

their image. 24

When you are presenting, please ensure that 25

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other individuals who did not apply to present at the 1

meeting do not enter the area in order to prevent the 2

inadvertent display of those other individuals who have 3

not provided permission to appear in the livestream. 4

Otherwise, we may have to interrupt your presentation to 5

prevent unauthorized individuals from appearing in the 6

video feed. 7

I want to mention two additional points. 8

First, presenters and those viewing or listening to the 9

meeting may also submit written comments for inclusion 10

in the public record outside of the testimony here 11

today. We remind you that the public comment period is 12

scheduled to end at 5 o’clock p.m. Eastern this Friday, 13

March 11th, 2022. 14

You may submit your written comments by 15

following the instructions included on the board’s and 16

OCC’s public websites. Is very important that we get 17

this material for the record in a timely manner. 18

Finally, although this meeting is being livestreamed, 19

neither a video nor an audio-recording of the event is 20

being retained by the board or the OCC. 21

Instead, a copy of the official transcript 22

will be made available on the board’s and OCC’s public 23

websites within two weeks of today’s meeting. We 24

respectfully request that the audience, speakers and 25

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participants refrain from recording this meeting. 1

However, all participants and speakers should be aware 2

that it is possible that an audience member will use 3

their own software or recording device to record the 4

meeting and distribute the recording or images, and we 5

cannot control the actions of those outside parties. 6

The board and the OCC are not responsible for 7

the collection or distribution of any photographs or 8

recordings by outside parties. With all of those 9

instructions and legal notes finished, I want to say, on 10

behalf of myself, my fellow presiding officer, Ben 11

Olson, and all of the panelists that we appreciate all 12

of you taking the time today to provide us with 13

information regarding the pending applications. We look 14

forward to hearing and considering your remarks and 15

comments about the applications today. And with that, 16

let us begin by recognizing our first group, which 17

includes representatives from U.S. Bancorp and MUFG 18

Union Bank. 19

GROUP 1 20

MS. BANTA-LEWIS: All right. 21

MR. CECERE: Thank you and good -- 22

MS. BANTA-LEWIS: All right. Is that Andrew 23

Cecere? 24

MR. CECERE: It certainly is. Thank you. 25

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MS. BANTA-LEWIS: Okay. Wonderful. If you 1

could turn on your video -- awesome. I see you there. 2

And whenever you are ready, you may begin to make your 3

comments. 4

MR. CECERE: Thank you. Thank you, everyone, 5

and good morning. My name is Andy Cecere, and I am 6

chairman, president and chief executive officer of U.S. 7

Bancorp. I’m joined today by Reba Dominski, U.S. 8

Bancorp’s chief social responsibility officer and 9

president of the U.S. Bank Foundation as well as CEO for 10

MUFG America’s Kevin Cronin and MUFG Union Bank’s head 11

of corporate social responsibility, Julius Robinson. 12

I’d like to first thank the Federal Reserve 13

and the OCC for convening this important meeting and for 14

the opportunity to discuss our proposed acquisition of 15

MUFG Union Bank. We look forward to discussing many of 16

the customer and community benefits that will result 17

from this proposed transaction. We believe this 18

transaction is an opportunity to create a stronger bank 19

that will greatly benefit the customers and communities 20

of both institutions by deepening and expanding our 21

footprint, enhancing competition and providing customers 22

with greater access to industry-leading technology, 23

products and customer service. 24

After the transaction, U.S. Bank’s mission 25

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will be unchanged. We will continue to maintain a 1

relatively simple business model focused on serving 2

consumer and commercial banking customers. The combined 3

company will be a resilient banking organization with 4

robust capital and liquidity levels to continue serving 5

our customers and communities regardless of economic 6

conditions. 7

The combined bank will foster competition, 8

remaining far from the largest bank in the nation or 9

even in California. In fact, the combined company will 10

be only approximately one-sixth the size of the largest 11

bank, United States, and approximately one-third or less 12

the size of each of the top three banks in California. 13

At U.S. Bank, we are anchored in our strong 14

ethical culture. This is core to our organization and, 15

in fact, part of our very roots. It’s one of the 16

reasons I’ve been at the company for more than 30 years. 17

And it has resulted in U.S. Bank being named one of the 18

world’s most ethical companies by Ethisphere Institute 19

for eight consecutive years. 20

We are dedicated to supporting our 21

communities, listening to community leaders and 22

stakeholders and being responsive in our actions to meet 23

their needs. One of the most beneficial components of 24

this proposed transaction today was the opportunity they 25

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gave me to hear from hundreds of community leaders 1

through six listening sessions we held. 2

I found these sessions to be very valuable, 3

and I learned from each one. I saw the passion and 4

dedication these leaders bring to their work and heard 5

examples of the huge impact they have in meeting the 6

needs of the unserved. And it is why our plan is 7

intentionally focused on increasing access to capital 8

for those who live and work in lower income communities. 9

Let me discuss some of the benefits they were 10

-- see resulting from our combination with Union Bank. 11

We recognize that meeting the needs of our customers 12

often begins with our valuable front-line branch 13

employees. That’s why we’re committed to retaining all 14

front-line branch employees throughout Union Bank’s 15

footprint. 16

We also believe in investing in our people 17

through fair and competitive pay. Later this year, we 18

will increase our minimum base pay from $15 to $18 an 19

hour for all U.S. and bank employees throughout the 20

United States, including our colleagues coming to us 21

from Union Bank, pending a successful close. 22

Furthermore, we are committed to staying in every market 23

that Union Bank currently serves. 24

There will be no branch closures in LMI 25

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communities or majority minority census tracts in 1

California that would result in U.S. Bank exiting in the 2

community. In fact, we intend to open new branches in 3

LMI and majority minority communities. And as a 4

commitment in our forthcoming plan, we intend to engage 5

with community stakeholders for further changes. 6

Both U.S. Bank and Union Bank are dedicated to 7

maintaining an excellent record of serving low-income 8

communities and supporting minority-led institutions. 9

Last year, we launched U.S. Bank access commitment, our 10

long-term approach to help build wealth while redefining 11

how the bank serves diverse communities. This ongoing 12

work builds on the millions of dollars that our company 13

is already committed to address the racial wealth gap. 14

With these core values, we have actively been working to 15

develop a strong community benefits plan that will 16

ensure the combined institution builds on the extensive 17

legacies of both banks in serving community needs. 18

Both U.S. Bank and Union Bank are outstanding 19

partners with our communities. But we understand that 20

with this transaction, our combined company must do even 21

more. I’m excited about the opportunities that will 22

result from our combination and the impact we will be 23

able to make in our communities. 24

While we continue to finalize the details, we 25

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expect to invest $100 billion over five years, the 1

largest community benefits plan in history using a 2

unique hybrid model with California focus and a national 3

impact. We plan to accelerate our exploration of new 4

products and investments, expand our ongoing 5

commitments, such as access commitment and small 6

business access initiative, and continue certain already 7

successful Union Bank initiatives. 8

To speak more in detail about our commitment 9

to the community and how the proposed transaction will 10

benefit all the communities we serve, I’m pleased to 11

turn it over now to Reba Dominski. Thank you, and that 12

concludes my remarks. 13

MS. DOMINSKI: Thank you, Andy, and thank you 14

to the agencies for this opportunity. I’m pleased to be 15

here today. As the chief social responsibility officer 16

at U.S. Bank, my job includes ensuring that we meet the 17

needs of our communities through the financial services 18

we provide and the investments that we make. 19

On a personal note, I was born in India. I 20

came to this country when I was 2 years old, and I was 21

raised by a single mother in Detroit. It was my mother 22

who taught me the importance of service, and it inspired 23

me to pursue a career in corporate social 24

responsibility. The very best part of my job is helping 25

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our 70,000 employees make decisions every day that are 1

good for the business, people and the planet. 2

And I’m so honored to do that at U.S. Bank 3

alongside Andy and so many others who work hard every 4

day to do the right thing and to create economic 5

opportunity for all. I’m proud to share that U.S. Bank 6

received an outstanding rating in our most recent CRA 7

exam in total and across all three tests, lending, 8

service and investment. 9

In 2021 alone, U.S. Bank provided $62 million 10

in charitable contributions with over 90 percent of our 11

U.S. Bank Foundation dollars supporting women, people of 12

color and low-to-moderate-income communities. We’ve 13

invested $43.6 billion in environmentally beneficial 14

business since 2008. And in November of 2021, we 15

announced a series of new environmental goals, including 16

setting an environmental finance goal and committing to 17

net-zero emissions by 2050. 18

Last year, we provided $197 million in capital 19

to Black-owned or Black-led businesses, and our 20

employees logged 267,000 volunteer hours. Our employee 21

assistance program provides support and mental health 22

assistance. And since it was created in 2008, our 23

employee assistance fund has provided more than $13 24

million to employees facing an unexpected financial 25

Page 26

hardship. So that was a bit of a look back, but we’re 1

also looking forward. 2

As Andy referenced, we’ve engaged in listening 3

sessions related to this proposed acquisition with over 4

200 community leaders. We’re conscious of the fact that 5

this has taken time. And I want you to know that that 6

was intentional. We believe it’s critical to hear all 7

voices and all perspectives. Our forthcoming community 8

benefits plan represents the voices of many contributing 9

to a community strategy that includes significant 10

lending and investment goals nationally and in 11

California, focused on low-to-moderate income or LMI 12

borrowers, LMI communities and communities of color. 13

The plan includes incremental investments 14

prioritizing LMI and communities of color, focused on 15

access to capital, small business growth, affordable 16

housing, environmental impact, philanthropy and supplier 17

diversity. The plan also includes a governance and 18

accountability model to further two-way dialogue with 19

community organizations to develop shared solutions. 20

Our forthcoming community benefits plan 21

prioritizes areas of focus and actions where we can have 22

the greatest impact on the communities we serve, 23

especially those in California. For example, we intend 24

to invest $115 million in grants and contributions over 25

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five years above and beyond the current giving of Union 1

Bank and U.S. Bank combined. 2

This incremental investment will include $75 3

million nationally and $40 million in California to 4

provide greater support to non-profits working to improve 5

broadband access, community development in Native 6

American communities, small business technical 7

assistance programs, down payment assistance programs, 8

and the climate resilience of LMI communities. 9

Under this plan, we will adopt and enhance 10

Union Bank’s small business special-purpose credit 11

program, expanding it to all the markets that we serve 12

across the country. Through the work of our Community 13

Development Corporation, we are committed to advancing 14

neighborhood revitalization and the preservation of 15

affordable housing, including a willingness to finance 16

more complex deals that focus on racial equity and 17

environmental sustainability. And we will increase 18

community development, lending and investments, 19

prioritizing CDFIs and developers, led by and serving 20

women and people of color. 21

Finally, we are committed to investing in the 22

future of our workforce. Our commitment to diversity, 23

equity and inclusion are a business imperative and core 24

to U.S. Bank’s culture. As part of our community 25

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benefits plan, we will commit to ensuring 50 percent of 1

U.S. Bank leadership is made up of underrepresented 2

groups in the next five years. Union Bank and U.S. Bank 3

have been long-standing leaders in serving community. 4

But we can do even more for community through this 5

proposed acquisition because with size comes the ability 6

to scale. 7

In our plan, we will not simply put the two 8

entities together. We will meaningfully increase 9

community investments. We look forward to engaging with 10

the community as we continue to work to ensure the 11

combined organization will have even greater social and 12

environmental impact. Thank you for your time today, 13

and now I will turn it over to our colleagues at Union 14

Bank. This concludes my remarks. 15

MR. CRONIN: Okay. Thank you, Reba. Good 16

morning, everyone, and thank you to the Federal Reserve 17

and the OCC for convening this meeting. I’m Kevin 18

Cronin, CEO for MUFG in the Americas. And let me add my 19

thanks for giving us this opportunity to talk about the 20

proposed sale of MUFG Union Bank to U.S. Bank. 21

As you heard from Mr. Cecere, the proposed 22

transaction would bring together two banks with 23

client-centric cultures, and, most importantly, shared 24

values around good stewardship. After careful and 25

Page 29

thoughtful analysis, we determined that U.S. Bank was 1

the most compelling acquirer for important reasons. 2

First, we are very confident that this combination will 3

deliver a better client experience through strong 4

technology and digital capabilities, as well as an 5

expanded physical branch network, which is so important 6

to our consumer and small business clients. 7

Secondly, the combined business will create 8

broader growth opportunities for our talented 9

colleagues. Additionally, the combined company will 10

maintain a culture of delivering outstanding customer 11

service while preserving that Main Street banking model 12

and maintaining close ties to the communities in our 13

legacy footprint of California, Washington and Oregon. 14

We are very confident that we’ve selected the right 15

partner for this next chapter for Union Bank. 16

U.S. Bank will carry forward our long legacy 17

of community engagement, commitment and investment, a 18

reflection of our core values. In short, U.S. Bank and 19

MUFG Union Bank are both strong institutions today. And 20

together, we can create enhanced value for our clients, 21

our colleagues and the communities we serve. 22

In terms of the transaction itself, the sale 23

includes our consumer, wealth management and commercial 24

banking businesses, including our small business banking 25

Page 30

client franchise. Additionally, the 8,000 colleagues 1

that support these businesses will transition to U.S. 2

Bank. Of course, this sale is contingent upon 3

regulatory approval both here in the United States and 4

in Japan. 5

After the sale, MUFG’s combined U.S. 6

operations will continue to be one of the largest 7

foreign banking organizations in the United States, 8

albeit with a sharper focus on wholesale banking. MUFG 9

remains committed to maintaining a robust presence in 10

the United States, and we look forward to continuing our 11

long history of serving clients and playing a key role 12

in supporting job creation and the overall growth of the 13

U.S. economy. 14

One example of this is our market-leading 15

project finance team support of growth and investment in 16

critical infrastructure and our leadership in supporting 17

clients’ transition to carbon neutrality with the 18

financing of renewable energy projects tied to our ESG 19

commitment. As part of this transaction, we will also 20

continue to be a stakeholder and a substantial 21

shareholder in U.S. Bank with a 2.9 percent ownership 22

stake. MUFG Bank will remain steadfast in engaging and 23

partnering with our communities and maintaining 24

best-in-class talent, standards and programs in support 25

Page 31

of corporate and social responsibility. Our laser focus 1

on gender and racial equity and inclusion, 2

sustainability initiatives, like our participation in 3

the Net Zero Banking Alliance, and our philanthropic and 4

civil engagement will continue under the MUFG Bank 5

banner. Thank you again for the opportunity to speak 6

with all of you today. 7

I will now turn it over to my partner, Julius 8

Robinson, our head of corporate social responsibility in 9

the Americas. In that capacity, Julius leads our 10

community reinvestment efforts and is the chair of our 11

MUFG Union Bank Foundation. Julius has been a strong 12

and visible leader in the communities in which we do 13

business for over 20-plus years. That concludes my 14

remarks, and I will pass to Julius. 15

MR. ROBINSON: Thank you, Kevin, and thank 16

you, distinguished members of the board and the OCC. 17

It’s an honor to speak with you today. I am Julius 18

Robinson, head of corporate social responsibility for 19

the Americas for MUFG Union Bank. You know, we’re 20

confident that U.S. Bank and Union Bank together 21

continue to -- their enduring commitment to our 22

communities. We expect to find a highly complementary 23

cultural fit across the teams providing for continued 24

high level of engagement with our communities, including 25

Page 32

building on our legacy of exemplary Community 1

Reinvestment Act performance with both companies 2

currently rated as outstanding. 3

Through efforts spanning nearly 20 years, MUFG 4

Union Bank has maintained an outstanding rating from the 5

OCC for the last five assessment periods. And I believe 6

the combined company will strive to maintain that 7

rating. MUFG Union Bank has long been and will continue 8

to be unwavering in its commitment to supporting low- 9

and moderate-income and diverse communities across our 10

footprint. 11

In combination with U.S. Bank going forward, 12

we will continue the considerable work necessary to 13

preserve jobs, grow small businesses, and build thriving 14

communities. This work is continuing through the MUFG 15

Union Bank Foundation. The Community Recovery Program 16

gives back employee volunteering, student-run branches 17

and special initiatives supported through our business 18

line partners. 19

In reviewing U.S. Bank’s community benefit 20

program, we believe the tenants outlined in the document 21

mirror the spirit of and will continue to build on the 22

legacy of MUFG Union Bank’s community support in 23

California. In the 24 years that I’ve been with MUFG 24

Union Bank, I am proud of the social investments we’ve 25

Page 33

made in our active demonstration of our values, 1

strengthening community ties, backed by a commitment to 2

engage community partners, clients and colleagues. It 3

is at the core of what we do. And this social 4

commitment will be strengthened through the proposed 5

combination. 6

As we move forward with the integration 7

activities, we’re clear-eyed that our companies share a 8

belief in our economic success is inextricably linked to 9

the success of the communities in which we operate. In 10

2021 alone, MUFG Union Bank’s charitable contribution 11

program totaled over $17 million. Our strategic 12

investments are focused on affordable housing, economic 13

development, social services, stewardship and 14

environmental sustainability. 15

Every day, we’re driven to find ways to 16

support our clients that will best serve their lives, 17

family, financial well-being and business. For example, 18

in response to the COVID-19, the bank implemented the 19

MUFG Union Bank community recovery program, a $10 20

million initiative to support nonprofit organizations 21

that are dedicated to social and racial justice. 22

Both across -- across the teams, we provided 23

our continued high level of engagement with our 24

community, including building on our legacy of exemplary 25

Page 34

CRA performance. 1

MUFG Union Bank has a long history of 2

supporting community groups, nonprofit organizations by 3

deeply investing time, expertise and capital. And all 4

of this will continue. We’re especially delighted about 5

our recent groundbreaking and one-of-a-kind student-run 6

branch on the campus of Laney College -- Laney Community 7

College in Oakland, California. 8

We’ve operated five student-run branches and 9

high schools since 2008, our first in Fresno, then Los 10

Angeles, Almonte, Anaheim, and we’re pleased that Union 11

Bank -- U.S. Bank has committed to adopt this program as 12

part of our continuing -- their continuing community 13

benefit program. 14

Union Bank and U.S. Bank share a commitment to 15

support colleagues and further the investments in 16

communities through employee volunteering. MUFG Union 17

Bank’s volunteer program, MUFG Gives Back, delivered 18

almost 51,000 volunteer hours in 2021, up 53 percent 19

from the previous year, which is emblematic of our 20

company’s and colleagues’ commitment to community and at 21

the very heart of our culture and value, especially when 22

you consider the challenges that the pandemic presented 23

to all of us. We believe there is an opportunity to 24

scale many of these programs and innovative initiatives 25

Page 35

by bringing together our two companies. Thus, I am 1

asking for your thoughtful consideration as we move 2

forward with these proceedings. 3

I am pleased to have the opportunity to speak 4

with all of you today. Kevin and I look forward to 5

hearing the views of everyone participating in this 6

public hearing. Thank you, and this concludes my 7

remarks. 8

MR. OLSON: Thank you, Mr. Robinson, and thank 9

you to all of the bank representatives for your remarks. 10

We will now pivot to hearing from members of the public. 11

And the first group, I believe our first speaker is 12

Sharon Kinlaw from the Fair Housing Council of the San 13

Fernando Valley. And just as a reminder to all 14

speakers, please limit your remarks to three minutes, 15

and the clock on the screen will track your time. Thank 16

you. 17

MS. BANTA-LEWIS: All right. Sharon Kinlaw, 18

if we can get you to the stage -- wonderful. 19

MS. KINLAW: Good morning. My name is Sharon 20

Kinlaw. I’m the executive director of the San Fernando 21

Valley Fair Housing Council and the chairperson of the 22

California Reinvestment Coalition. Both organizations 23

are mission-driven, community-focused organizations, and 24

we advocate on behalf of the community. I live in and 25

Page 36

work in a historically marginalized community. 1

I see on a daily basis the despair and the 2

needs that are very present. So I, along with my 3

colleagues today, will be discussing the urgency of now 4

and the need to develop and implement a community 5

benefits agreement that will address the very critical 6

moment that we are facing in this country. We all need 7

to make sure that we are cognizant of the very crucial 8

needs of the community. 9

We have growing inequality, critical 10

financial, healthcare and housing needs, and we are not 11

in a position to do business as usual or have our heads 12

in the sand or somehow think that we are headed back to 13

normal. We are in a crisis line moment, and we have 14

burgeoning homeless problems. Millions of homeowners 15

are in trouble with their mortgages. Tenants can’t pay 16

their rent. And we’ve got affordable housing waiting 17

lists that are decades long. 18

So I would just like to say that I’m glad to 19

hear that you’re going to be putting the money into a 20

community benefits agreement, but we need to have 21

something that looks different, that feels different, 22

that acts different and that really addresses the needs 23

of today. And I would urge us to look at being very 24

intentional and very focused, laser-focused on 25

Page 37

developing and implementing this community benefits 1

agreement and that’s matched with the problems in the 2

community and matched with the hearts of all of the 3

advocates. 4

And we need to make sure that the agreement 5

and the financial commitment doesn’t just extend to 6

friends and partners who we’ve dealt with before. It 7

needs to be across the board. It needs to really focus 8

down, laser-focused to ensure that we can come out of 9

this crisis. 10

We have lots of people that are still hovering 11

over bedsides and even some who are burying their loved 12

ones. So I urge all of us to be very serious and 13

committed to working with the organizations, and my 14

colleagues will address those needs more directly. So I 15

thank you for allowing me to testify. That concludes my 16

testimony. Thank you very much. 17

MS. BANTA-LEWIS: Thank you for those 18

comments, Sharon. 19

I would now like to welcome to the stage Kevin 20

Stein. You may begin your comments. 21

MR. STEIN: Thank you. Officers of the board 22

and OCC, my name is Kevin Stein, and I am with the 23

California Reinvestment Coalition. CRC and 66 of our 24

members and allies requested these hearings and oppose 25

Page 38

this merger unless U.S. Bank commits to a detailed 1

community benefits agreement that substantially 2

increases reinvestment in our state. We thank U.S. Bank 3

for continuing discussions regarding a CBA. But no such 4

agreement is in place. We interpret the bank data 5

differently, and we need to see the details. 6

Mergers may be good for corporations, but they 7

can be bad for communities, consumers and economic 8

stability. This merger would have huge impacts on our 9

state, as over 90 percent of Union Bank deposits are in 10

California. We believe that the banks have failed to 11

establish that this merger will produce a public 12

benefit. 13

First, we believe U.S. Bank is poised close -- 14

poised to close branches, which means lost jobs, less 15

convenience for consumers, fewer small business loans 16

and higher borrowing cost. According to NCRC analysis, 17

U.S. Bank closed 863 branches between the 2017 and 2021. 18

And none of the 15 biggest banks in the country had a 19

larger percentage decrease in branch presence than U.S. 20

Bank except for Truist, which went through its own mega 21

merger in 2019. 22

Since the pandemic, U.S. Bank has closed 539 23

locations, the most of any bank in the United States. 24

U.S. Bank should disclose its branch closure plans, and 25

Page 39

it should commit to zero net loss of branches in LMI 1

neighborhoods, neighborhoods of color and rural 2

communities in California. 3

I’m not sure I heard that exactly in Mr. 4

Cecere’s remarks. We are also concerned about the 5

bank’s mortgage lending, which we found to reveal 6

disparities and raise redlining concerns. As one 7

example, U.S. being -- U.S. Bank would need to originate 8

4,704 additional loans in California’s neighborhoods of 9

color to achieve parity with its share of lending in 10

White neighborhoods. 11

U.S. Bank should make targeted commitments to 12

increase mortgage lending to borrowers in neighborhoods 13

of color, including through the use of special purpose 14

credit programs. The loss of a bank with CRA 15

responsibility is potentially devastating to California 16

communities struggling to address critical needs such as 17

affordable housing finance, CDFI investment, support for 18

community and land trusts and anti-displacement 19

measures, credit for Native American communities and 20

broadband access so that all communities can connect to 21

the myriad of benefits the CRA provides. 22

Without clear commitments to addressing 23

community need and to substantially increase resources 24

in key areas, how does this merger provide a public 25

Page 40

benefit? The public is tired of regulators 1

rubberstamping mega mergers. A Daily Kos petitions 2

objecting to this merger has over 40,000 signatures. 3

In conclusion, we thank you for holding this 4

hearing, but holding a hearing is not enough. 5

Regulators must scrutinize these applications, ensure 6

there is a clear public benefit, and condition any 7

merger approval on compliance with a strong CBA. Thank 8

you very much. This concludes my remarks. 9

MS. BANTA-LEWIS: Thank you for those 10

comments, Kevin. 11

I would now like to welcome to the stage Jesse 12

Van Tol. 13

MR. VAN TOL: Yes. Good morning. I’m Jesse 14

Van Tol. I’m the president and CEO of the National 15

Community Reinvestment Coalition. Thank you for holding 16

this hearing. I’ll detail our position on this 17

transaction in a moment, but I want to first focus on 18

the regulators’ responsibilities with regards to the 19

transaction. 20

NCRC has long held that mergers and 21

acquisitions should not be approved without a 22

forward-looking commitment that demonstrates how the 23

public will benefit and particularly how those benefits 24

will outweigh any adverse effects of the merger. This 25

Page 41

is a position grounded in banking law as established by 1

the Bank Holding Company Act and the Bank Merger Act of 2

1966, which instructs the regulators to deny a 3

combination with anticompetitive effects unless it finds 4

that the impact is clearly outweighed in the public 5

interest by the probable effect of the transaction and 6

meeting the convenience and needs of the community to be 7

served. 8

The idea that a merger must produce public 9

benefits is also included in your general obligation 10

under the law to take into consideration the convenience 11

and needs of the community to be served, not just in 12

instances of anticompetitive effect. We believe that 13

regulators have historically been deficient in their 14

application of these legal requirements. 15

Banks have been allowed to grow on general 16

claims that size and scale will automatically benefit 17

the public without detailing those benefits. Indeed, 18

Former Federal Reserve Board Governor Daniel Tarullo 19

once noted that, quote, there is little evidence that 20

the size, complexity and reach of some of today’s SIFIs 21

are necessary in order to realize achievable economies 22

of scale and scope. As such, the regulatory structure 23

for SIFIs should discourage systemically consequential 24

growth or mergers unless the benefits to society are 25

Page 42

clearly significant. The FDIC’s recent RFI on mergers 1

pursuant to President Biden’s executive order said that, 2

quote, the FDIC will consider the extent to which the 3

proposed merger transaction is likely to benefit the 4

general public through higher lending limits, new or 5

expanded services, reduced prices, increased convenience 6

in utilizing the services at facilities at the resulting 7

institution. 8

We urge the Federal Reserve and the OCC to 9

issue their own RFIs and to clearly establish both the 10

public benefits and, on the other hand, the adverse 11

effects of bank mergers and acquisitions. To summarize 12

our position, this transaction requires a 13

forward-looking commitment that demonstrates clearly 14

significant public benefits. One way an increasing 15

number of institutions demonstrate that commitment is by 16

creating a community benefits agreement. NCRC and its 17

members have met with U.S. Bank to discuss CBA. I want 18

to thank Andy Cecere, Reba, and the bank for their 19

willingness to engage in dialogue. Those conversations 20

have been productive, but they are not yet resolved. 21

We look forward to reaching a community 22

benefits agreement with U.S. Bank. We believe a 23

detailed public commitment of public benefit must 24

precede any approval by the regulators. And if you do 25

Page 43

approve, such a commitment should be cited in the 1

approval. Thank you for the opportunity to testify, and 2

this concludes my remarks. 3

MS. BANTA-LEWIS: Thank you for those 4

comments, Jesse. 5

I’d now like to welcome to the stage 6

Jyotswaroop Bawa. 7

MS. BAWA: Good morning. I’m Jyotswaroop 8

Bawa, organizer with the California reinvestment 9

coalition. We oppose this merger unless we have a 10

strong CBA and your support in implementing it. Thank 11

you for the opportunity today to tell you more about why 12

that is. 13

You see, during the previous financial crisis, 14

I was part of a small team who organized tenants in 15

South Los Angeles. I saw how the foreclosure crisis 16

ripple effect wrecked the lives of hard-working 17

low-income families and some of the most vulnerable 18

tenants in our community. 19

In 2011, just before Christmas, I remember the 20

desperation of four tenants with whom I stood picket 21

signs in hand singing chants to protest of the wrongful 22

eviction they were facing. We won that day. The 23

evictors and their dumpster arrived and was turned away. 24

The tenants were awarded relocation before they would 25

Page 44

ultimately -- evicted. And because we severely lack 1

affordable housing in the city, even with the relocation 2

dollars, the tenants had to look at housing further and 3

further away from the community that had been their home 4

for decades. 5

To this day, I wonder what we may have been 6

able to accomplish in stabilizing their lives and those 7

of many such people if a couple of years before this, 8

Jeffrey Palmer, a luxury housing developer, had not 9

spent thousands defeating affordable housing development 10

requirements in Los Angeles. 11

Fast forward to today. Another housing crisis 12

brought on by the pandemic this time in -- in the city 13

that is still struggling to build housing that is 14

affordable to working families and low-income people. 15

Jeffrey Palmer is suing the city again. This time, he 16

is upset about the eviction moratorium during the 17

pandemic. 18

You see, I was saddened and disappointed to 19

see that one of the largest PPP loans that U.S. Bank 20

facilitated was to none other than Jeffrey Palmer. In a 21

state that has invited all landlords to apply for 22

reimbursement of losses and revenue, this landlord is 23

still suing the city of Los Angeles for the moratorium. 24

And U.S. Bank is enabling access for him to taxpayer 25

Page 45

dollars as if he were the targeted business for this 1

type of government support. 2

I ask that you please use your power to insist 3

that community benefit requirement is not met if the 4

bank is not factoring in the impact of financing bad 5

actors in the community. Mr. Palmer has evicted people. 6

He has fought against necessary tenant protections. He 7

has harmed communities who are meant to be supported by 8

the CRA. Please mandate U.S. Bank to accept necessary 9

antidisplacement financing measures so that the 10

communities intended to be protected by the Community 11

Reinvestment Act are supported. Thank you. This 12

concludes my remarks. 13

MS. BANTA-LEWIS: Thank you for those 14

comments. 15

I would now like to welcome to the stage Doni 16

Tadesse. 17

MR. TADESSE: Good morning, and thank you for 18

allowing me to join you today. My name is Doni Tadesse. 19

I use he/him/his pronouns. And I am the Southern 20

California organizer for the California Reinvestment 21

Coalition. As an organizer, I was tasked with 22

mobilizing testimonies from our member organizations and 23

ensuring the concerns of our communities were adequately 24

represented today. Unfortunately, in my effort to do 25

Page 46

this, I encountered a reluctance from members to 1

testify. They shared that, at the heart of this 2

apprehension, is a fear that testifying to this body 3

could potentially strain the relationships they maintain 4

with U.S. Bank and other banks engaged in philanthropy 5

and community reinvestment efforts. 6

While this fear exists for many wishing to 7

testify against a funder, it was exacerbated in this 8

particular case by the actions of U.S. Bank. Once the 9

Fed and OCC announced there would be public hearings to 10

evaluate the proposed acquisition, representatives of 11

U.S. Bank began actively soliciting their grantees and 12

nonprofit partners for positive testimonies. 13

While we appreciate and applaud some specific 14

lending and investment activities of the bank, asking 15

community development organizations to represent their 16

individual benefit as proof of a broader public benefit 17

achievement is unreasonable at best and perhaps even 18

bordering on the unethical. We are sympathetic to the 19

position our members and other community organizations 20

were put in when deciding to speak today. 21

They had to make a difficult decision, one 22

that is undoubtedly influenced by the gross imbalance of 23

power between a nonprofit organization and what is set 24

to be the fifth largest bank in the U.S. if this merger 25

Page 47

is approved. You are hearing from a subset of our 1

coalition, in part, because of these dynamics. 2

Unfortunately, the incentive structure currently in 3

place encourages fealty to these banks rather than free 4

speech and service of the public benefit. 5

This incentive structure is further entrenched 6

by federal regulators’ lack of adequate scrutiny and 7

bank mergers. While Chairman Powell and the FDIC have 8

stated that they are conducting reviews to update merger 9

and acquisition approval procedures, the historical 10

record suggests that this merger will ultimately be 11

approved. This has resulted in a public sentiment that 12

is cynical of merger -- of the merger approval process 13

and efforts to reform it. 14

We have heard from organizations. Why bother 15

angering our funders and making all of this noise when 16

regulators will approve this merger regardless of our 17

concerns. While we appreciate your willingness to hold 18

this hearing, please note that some of our members and 19

members of affected communities were hesitant to freely 20

voice their concerns today. And as you hear statements 21

today, we ask that you take these points into 22

consideration. Thank you, and this concludes my 23

remarks. 24

MS. BANTA-LEWIS: Thank you for those 25

Page 48

comments. 1

I would now like to welcome to the stage 2

Sherri Jackson. 3

MS. JACKSON: Good morning, panelists, 4

officers of the board and OCC. My name is Sherri 5

Jackson. I’m the president of Multi-Culture Real Estate 6

Alliance for Urban Change, a nonprofit 501(3)(c) in the 7

community for over 28 years. We formed, actually, out 8

of the redlining that happened back when the Rodney King 9

riots -- riots were going on, and they started redlining 10

our communities, would not fund our loans. So we 11

formed, and we are very community-driven. And I -- I 12

have some things to say as far as the banking issues 13

with your merger. 14

Just out of experience because I am a mortgage 15

broker and a real estate broker. So therefore, I -- I’m 16

in the trenches here, and I see what is going on. And 17

we would like to see, for your CBA, some -- some areas 18

that you will actually make a difference in affordable 19

housing to low and moderate income. The pandemic has 20

ravaged our community. And so with the 21

re-gentrification as well, we are struggling so hard 22

here with homelessness, people losing their homes, 23

renters being put out and evicted. 24

And we want to see some monies that you have 25

Page 49

to give to the community to put into programs that are 1

different from what is here now for affordable housing, 2

for people to get mortgages. We need something where 3

the FICO scores aren’t so strenuent (phonetic) and that 4

they change the needle when -- on the FICO scores when 5

something happens in our world, our community like right 6

now. We want to see monies that are allocated for 7

people who have saved their money, but they might have 8

didn’t put the money in the bank. 9

So they are not -- we don’t want to 10

discriminate against them because they did not -- we 11

can’t paper trail the money. I’m not saying that we 12

want to have illegal things going on, but we want to be 13

able to use that money that maybe poor families have put 14

together. And they want to be able to purchase a home. 15

We want to see that happen. We want to see programs 16

that -- that you put together strictly for this purpose 17

to enable us to be able to do this. 18

This is a crisis we are in right now. I’ve 19

been in the business over 30 years. I’ve never seen 20

anything like this. I also would like to see -- I’ve 21

had people with Union Bank and U.S. Bank not qualified 22

for loans. And I’m -- still don’t know why because we 23

ended up qualifying them, and they were able to buy 24

homes. So I want to know what is your measure of what 25

Page 50

-- what your needle is for someone to qualify. What are 1

you using different from what we’re using as wholesale 2

brokers? 3

I would like the wholesale channel opened back 4

up with your banking with your branches so that we can 5

do business together in the community and get some 6

things done as far as getting people in homes, stopping 7

evictions, helping the homeless. I know my time is out. 8

Thank you for inviting me today and listening to me, and 9

this concludes my presentation. 10

MS. BANTA-LEWIS: Thank you for those 11

comments, Sherri. 12

I would now like to welcome to the stage 13

Debora Bright -- Bright-Laney. My apologies. Oh. 14

Let’s make sure that you are unmuted. There you go. 15

Mm-hmm. 16

MS. BRIGHT-LANEY: Good morning. My name is 17

Debora Bright-Laney. I am a real estate broker from Los 18

Angeles, California, Vice President of Multicultural 19

Real Estate Alliance for Urban Change and a member of 20

CRC. I would like to thank you for the opportunity to 21

speak with you about my opposing of the U.S. Bank-Union 22

Bank merger with -- within my allotted time that you 23

have granted. 24

One should ask if the proposal -- proposed 25

Page 51

measure -- merger about the creation of one of the 1

biggest banks. No. This is about the destruction of 2

the financial dignity of those in underserved 3

communities, elimination of the American dream of 4

purchasing a home for people of color, elimination of 5

being a entrepreneur within the Black community. 6

For mom-and-pop owners, recent graduates from 7

high-profile business schools with the desire to return 8

to their community and make a difference that -- in the 9

community as far as building wealth, promote strength, 10

education, togetherness, differences in the community 11

and build wealth and providing hope for those that are 12

denied a chance to be a homeowner or business owner plus 13

raise their community to a level comparable to those 14

communities on the west side and/or areas where 15

residents have a tremendous increase in salary and are 16

granted more favorable options for survival. 17

It’s amazing how other cultures such as the 18

Asian cultures can obtain loans from their own banks and 19

maintain a thriving community. In the Black community, 20

there is redlining, lack of loan products for home -- 21

homes, home ownership, affordable housing, commercial 22

real estate, businesses, no financial support whatsoever 23

to maintain any business in the Black community. I am 24

asking for your partnership and cooperation for the 25

Page 52

following. 1

One, commit your engagement in the Black 2

community and people of color by a minimum of 50 3

percent. Keep branches open in the Black community and 4

properly staff with staff having a training in bias 5

training. Three, special credit programs for loans for 6

home ownership in the Black community. Four, implement 7

special savings programs for the youth to prepare them 8

for saving and obtaining financial goals. This program 9

could be promoted and offered through both local 10

elementary schools in the community surrounding branches 11

within a one to two-mile radius. 12

Also, just like in the past, years ago, there 13

used to be Christmas clubs that were offered. Five, 14

invest and support local schools, athletic team, jobs -- 15

job opportunities, internships in the community. Please 16

focus your attention on the underserved areas, 17

communities and public benefits instead of your desire 18

for power and greed within the banking institute instead 19

of strong consideration of the needs of those that the 20

bank is supposed to serve. Thank you for this 21

opportunity for this time. God bless. This concludes 22

my report -- my remarks. 23

MS. BANTA-LEWIS: Thank you for those 24

comments. 25

Page 53

I would now like to welcome to the stage 1

Dolores Golden. If you could turn on your camera and 2

come off mute -- 3

MS. GOLDEN: Okay. I think I’m off mute, and 4

my camera is on. 5

MS. BANTA-LEWIS: There we go. I can see you 6

perfect. You may begin your comments. 7

MS. GOLDEN: Okay. Thank you, Board of 8

Governors of the Federal Reserve system. Thank you for 9

doing what you do and hearing us out. Greetings live 10

from Los Angeles. You probably wonder why are a bunch 11

of real estate brokers and agents together with a 12

nonprofit group. Because we have family. We have 13

friends. We have clients that are always having issues 14

because they are Black and Brown. 15

As you know -- I don’t have to tell you this, 16

that the Black home ownership rate and the Black 17

business rate is totally in the toilet. I’m opposed to 18

this merger, along with our partners at CRC, because we 19

do not have a community benefits agreement in writing 20

yet. So if the -- all the words I heard today, if you 21

all will sit down with us and make a community benefits 22

agreement with us so that we can make sure that we 23

sustain our communities, that’s what we want to hear. 24

Sherri has great ideas about loan products. We’ve seen 25

Page 54

a ton of them that don’t work. So we’re here to tell 1

you what can work, and we’re willing to work as a 2

community by the organization to make sure this happens. 3

Also, we don’t want you to abandon the Black 4

and Brown communities by closing brick-and-mortar banks. 5

People need to see banks. They don’t need to see Nick’s 6

Check Cashing and all that craziness. We need to see 7

real banks with real people that are vital to the 8

community. Also, we want you to offer loans in these 9

hot areas. We’ve got gentrification coming in. People 10

don’t have any problem getting a loan that don’t look 11

Black. 12

But our people can’t get a loan. I don’t 13

understand it. We’ve got to make 30 offers for one 14

buyer before they finally get in a house. That’s a lot 15

of stress. But we want you to work with us. I know a 16

lot of people that used to work at Union Bank. Now I 17

know none. I know a lot of good loan reps that have 18

gone to U.S. Bank recently and hopefully will be able to 19

work with our local realtor associations and our 20

nonprofits in the area and get something done. 21

Every time we have a problem, we call poor 22

Sharon Kinlaw in -- in the Fair Housing Council because 23

people just don’t know where to turn. So they call us 24

all the time when they have a problem, not just -- we’re 25

Page 55

doing everything. We are every person. We are taking 1

people out, showing them property, trying to get them a 2

good loan. We hear the problems if they’re getting 3

thrown out of their apartment, if they’ve got somebody 4

missing that’s homeless. 5

We’re in Los Angeles, which reflects most of 6

the major cities. We see everything, and we want to ask 7

your help. We don’t want just another big bank that 8

might be too big to fail. Thank you for allowing me to 9

make my comments, and I’m sorry we can’t see you in 10

person, but we’re going to beat this COVID too and be 11

back together again. Thank you for your time. 12

MS. BANTA-LEWIS: Thank you for those 13

comments, Dolores. I would now like to welcome to the 14

stage Kendra Lewis. If you could turn on your camera 15

and come off mute -- wonderful. You may begin. 16

MS. LEWIS: Right. Good morning. Thank you 17

for the -- to the Board of Governors and to the OCC for 18

this opportunity to present today. My name is Kendra 19

Noel Lewis. I am the executive director of the 20

Sacramento Housing Alliance, which is a 30-year-old -- 21

for the last 30 years, we have served the Sacramento 22

region, the capital city of -- of California. When I 23

heard about this -- and I’m glad to be able to make 24

these in-person comments regarding this historic merger 25

Page 56

in our great state of California. When I read about the 1

history of the OCC, it’s really an honor even more so 2

knowing that this agency was created by Abraham Lincoln 3

during the Civil War, which later transformed into the 4

regulatory agency which is the mission to instill 5

confidence in federal banking system and to ensure it 6

operates in a safe and sound manner. And that’s why 7

we’re here. 8

I -- as an organization that is focused in 9

Sacramento with members that are mostly affordable 10

housing builders, it is critical that the CBA is a part 11

of this merger. Our concerns are basically that this -- 12

it is an anti-competitive and essentially two very good 13

banks in affordable housing finance would turn into one 14

bank. And banks’ consolidation is a problem for 15

affordable housing finance and is really -- this is a 16

poster child for issues in our Sacramento region and 17

statewide. 18

U.S. Bank and Union Bank traditionally have 19

offered debt and equality -- equity offers on almost all 20

affordable housing deals in cities, example, in 21

Sacramento, Davis, Woodland, Stockton, just as an 22

example. They compete. And the most attractive offer 23

gets the deal. And sometimes the deal was awarded 24

through Union Bank, and sometimes the deal was awarded 25

Page 57

through U.S. Bank. 1

The point is that -- that slashing competition 2

with this -- that competition would be slashed with this 3

merger. And unless the banks agree to increase its 4

lending and affordable housing in California through a 5

CBA, we cannot support this merger. California is 6

working hard to create a solution to the housing crisis, 7

and we need partners and resources to ensure that every 8

Californian has a safe and stable and affordable home. 9

In conclusion, I hope we create a CBA that 10

benefits all in California consistent with the guiding 11

principles of both banks to help make sure that 12

inequality in California -- and we have access to 13

affordable housing, SBA loans and you consider adopting 14

the anti-displacement code of -- code of conduct. Thank 15

you for the opportunity to make comments today, and this 16

concludes -- 17

MS. BANTA-LEWIS: Wonderful. Thank you for 18

those comments, Kendra. 19

I would now like to welcome to the stage 20

Darryl Rutherford. If you could turn on your camera, 21

come off mute. Wonderful. You may begin. 22

MR. RUTHERFORD: Good morning. Thank you to 23

the OCC and the Board of Governors for convening us 24

today. My name is Darryl Rutherford. I am the 25

Page 58

executive director of the Reinvent South Stockton 1

Coalition. We’re a public/private nonprofit 2

collaborative which works with residents to affect the 3

root causes of intergenerational poverty through 4

improvements in housing affordability, job creation, 5

economic development, safety and community trust, 6

education and health. 7

We serve as the backbone organization for our 8

collective impact -- convening and coordinating 9

partners, increasing their capacity to address community 10

issues, aligning resources, strategies and incentives 11

and engaging residents to promote systems change. We’re 12

also the lead organization for five cross-cutting 13

strategies to improve quality of life for residents, 14

focusing on meeting the community needs for affordable 15

housing, increasing trauma-informed services and 16

resources in the community, rebuilding trust between 17

residents and institutions meant to serve those 18

residents. 19

We benefit the community by helping with park 20

beautification and activation activities, and we’re 21

creating a workforce training pathway so that Stockton 22

residents can fill higher-wage positions. South 23

Stockton, the area of San Joaquin County most impacted 24

by historic underinvestment, redlining and persistent 25

Page 59

poverty is also the historic hub of Filipinx, Latinx and 1

African-American communities in the county and home to 2

the oldest Sikh temple in the country. 3

South Stockton faces significant challenges. 4

The community is roughly bounded by the old redlines 5

that defined where immigrant, low-income and farmworker 6

families were allowed to live within the city. Decades 7

of neglect, marginalization and a lack of investment 8

have perpetuated poverty and prevented residents from 9

assessing the resources, they need to attain their goals 10

and realize their potential. 11

Just over half of all South Stockton 12

households have incomes below the poverty level. And 13

life expectancy is more than 20 years less than in more 14

affluent areas of the city. Home ownership has declined 15

for years and is currently only 37 percent, while the 16

vast majority of renters face a housing cost burden of 17

more than 30 percent of their income. 18

Nearly 14 percent of residents have -- were 19

diagnosed with diabetes. Violent crime is a chronic 20

concern for the community. And approximately two-thirds 21

of the residents are of Latinx descent. It’s also a 22

young community. Almost 40 percent of residents are 23

under 25 years old. But how can we heal these 24

communities when financial institutions don’t provide 25

Page 60

their community development departments with the 1

resources needed to support work like ours and our 2

partners that can have a significant impact on creating 3

healthy communities of color. 4

We have to beg and plead for small grants 5

ranging from a $1,000 to $10,000 because our 6

Valley communities don’t fall within financial 7

institutions’ major assessment areas. We need more 8

investments in local nonprofits who are doing great work 9

but may not be connected to mainstream financial 10

institutions like many of us are today. Our residents 11

need access to inexpensive mortgage products that aren’t 12

going to harm their chances of building -- 13

VOICE: Was that you? 14

MR. RUTHERFORD: -- intergenerational wealth. 15

Our BIBOC community small business owners -- 16

VOICE: Okay. 17

MR. RUTHERFORD: -- who have been the hardest 18

hit during the pandemic need access to capital now. We 19

can’t see more bank closures. We can’t continue to see 20

a consolidation of financial institutions that won’t be 21

required to increase community investments. A detailed 22

community benefit agreement for California -- 23

MR. OLSON: Mr. Rutherford, I’m sorry to 24

interrupt you, but you are over time, and we do need to 25

Page 61

move on to make sure other participants have a chance. 1

MR. RUTHERFORD: That concludes my comments. 2

Thank you very much. 3

MR. OLSON: Thank you. 4

MS. BANTA-LEWIS: Thank you, Darryl. 5

GROUP 2 6

MS. BANTA-LEWIS: I would now like to welcome 7

Group 2. First -- first to the stage, we’re going to 8

welcome Karen Petrou. I know that you have got a slide 9

deck here, so I’m just going to pull that up. If you 10

could give me a verbal prompt to move to the next slide, 11

that would be great. 12

MS. PETROU: Thank you very much. I would 13

like to discuss some of the structural issues that I 14

believe should also cover -- be included in the Federal 15

Reserve and OCC’s thinking about this transaction. We 16

have heard a great deal about forward-looking community 17

benefits considerations, and these are important. But I 18

believe they need to be taken in a forward-looking 19

understanding of banking as it is and will be, not as it 20

was and many of us wish it were. 21

So as you’ll see on my slide, I think we need 22

first to understand that banking is no longer the 23

monopoly it was. Up to even just a few years ago when 24

comments such as Dan Tarullo’s about economies of scale 25

Page 62

and scope were made, we had a bank-centric market. Now 1

we don’t. Key competitors include fintechs, large tech 2

platform companies and a few giant banking organizations 3

or none. To assume that if regional bank transaction 4

essential to economies of scale and scope does not 5

complete its -- is not consummated that banking will 6

continue as it was with two banks I think is 7

unrealistic. 8

The bank seeking merger may well decide that 9

it is no longer viable in key markets and exit them. We 10

need to remember, too, that banking is a different 11

business and, when strained, can make a very big 12

difference. We saw from the third to the fourth quarter 13

of just last year one bank of about $120 billion in 14

assets join the FDIC’s problem bank list. 15

So first I’d like to emphasize that if there 16

is a merger that the regulators believe to be sound and 17

a community benefit plan that meets the law’s needs, 18

assuming that it is not perfect and, therefore, the deal 19

should be rejected may lead to an unintended consequence 20

and far less effective community service, especially 21

within the regulatory parameter key to consumer 22

protection and community service. Secondly, I would 23

like to urge the regulators and everyone interested in 24

bank merger policy to consult new research. The market 25

Page 63

is, as I said, very different. If you look, for 1

example, at a key consumer benefit return on savings, 2

you will find that consumers do better in markets having 3

nothing to do with concentration. It has, instead, to 4

do with safety and soundness. Banks that are safe and 5

sound may pay lower rates to depositors than weaker 6

banks, but that is, of course, a significant public 7

benefit to have sound banks. There are also new 8

trade-offs. For example, if consumers receive higher 9

rates that may seem good for the consumer, borrowers 10

also receive higher costs for their loans because, to 11

survive, banks need a positive, profitable net interest 12

margin. 13

In conclusion, I urge the regulators and all 14

of us interested in bank merger policy to put this 15

debate in the forward-looking context in which banking 16

is no longer a monopoly. Consumer service will no 17

longer be possible for more than a few Community Banks 18

if there are not sound regional banks with the economies 19

of scale and scope remaining within the regulatory 20

parameter essential to community and consumer service. 21

Thank you very much. 22

MS. BANTA-LEWIS: Wonderful. Thank you for 23

those comments, Karen. I would now like to welcome to 24

the stage Ismael Guerrero. 25

Page 64

MS. BANTA-LEWIS: If you could turn on your 1

camera and go on mute -- Karen, can you turn off your 2

camera? Wonderful. I see Ismael. You may begin your 3

comments. 4

MR. GUERRERO: Thank you. Good afternoon, 5

members of the Board of Governors of the Federal Reserve 6

and Office of the Comptroller of the Currency. It’s a 7

pleasure to be with you today. My name is Ismael 8

Guerrero, and I am the president and CEO of Mercy 9

Housing, headquartered in Denver, Colorado. 10

It’s my pleasure to be here with you today to 11

speak in support of U.S. Bank’s acquisition of Union 12

Bank. Mercy Housing is the largest nonprofit affordable 13

housing developer/owner in the country with nearly 14

25,000 units across 20 states. More importantly, every 15

day, we impact the lives of over 45,000 residents with a 16

focus on health, education and economic outcomes. 17

Over our 40-year history, U.S. Bank has been a 18

lender, an investor and a strategic partner alongside 19

Mercy Housing, positively impacting the communities 20

around the country where we have developed and own 21

affordable residential communities. We have had a 22

relationship with U.S. Bank for over 30 years. And 23

during that time, we have had the pleasure of working 24

with numerous U.S. Bank employees and have a good 25

Page 65

understanding of their commitment to their communities, 1

their people and providing access to financial services 2

to all. 3

I have also been struck by their efforts to 4

operate in a transparent and ethical manner. This 5

includes a genuine commitment to advancing racial 6

justice through diversity, inclusion and equitable 7

outcomes for all. U.S. Bank directly supported Mercy 8

Housing’s racial equity, diversity and inclusion 9

initiatives by inviting my leadership team to 10

participate in antibias, antiracism training, which they 11

sponsored. 12

As for their continuing commitment to invest 13

in the communities they serve, the following should 14

provide you with a good idea of why we are strong 15

supporters of U.S. Bank. U.S. Bank has extended a $10 16

million, unsecured line of credit to Mercy Housing, 17

which we used to finance predevelopment costs related to 18

our pipeline of nearly 9,000 affordable housing units, 19

leveraging almost $4 billion in investments in 15 states 20

and most of the largest and most expensive housing 21

markets in America. Two hundred fifteen million dollars 22

invested in low-income housing tax credits and almost $40 23

million in construction and permanent lending for 24

affordable housing properties in our portfolio and $5 25

Page 66

million to support lending activity in Mercy Community 1

Capital, one of the larger and most impactful CDFIs in 2

the country. 3

Mercy Community Capital extends our impact by 4

providing low-cost financing to support affordable 5

housing development by smaller organizations in 44 6

states. U.S. Bank is highly regarded in our affordable 7

housing community for the work they do every day and for 8

the services they provide. We are proud to partner with 9

them and look forward to continuing to work with the 10

combined organization in the future. Thank you for your 11

time. 12

MS. BANTA-LEWIS: Thank you for those 13

comments. 14

I would now like to welcome to the stage 15

Emilia DiMenco. If you could turn on your camera, come 16

off mute -- 17

MS. DIMENCO: Good morning, and happy 18

International Women’s Day. I am Emilia DiMenco, 19

President and CEO of the Women’s Business Development 20

Center. I’ve been part of the WBDC for 12 years, and I 21

sat on its board for seven years prior. The Women’s 22

Business Development Center, headquartered in Chicago, 23

is a 36-year-old business service organization that 24

supports and accelerates business development and growth 25

Page 67

for those it serves while advocating for women and 1

diverse business owners across the Midwest in nine 2

states. 3

As we all know, small business success on the 4

local level reverberates in the national economy. 5

Previously and importantly, you should know that I’m a 6

retired executive vice president, BMO Harris, after 7

serving for 30 years. In my long career in diverse 8

responsibilities at BMO Harris, I personally led for 9

many years the bank’s efforts and support of small 10

businesses and diverse markets, including women-owned 11

businesses. 12

My support of the acquisition of MUFG Union 13

Bank by U.S. Bank stems from my knowledge of banking, 14

the needs of the small business community and the 15

commitment and impact U.S. Bank has had on the 16

communities the WBDC serves and certainly not any fear 17

or pressure from U.S. Bank. As you can tell from the 18

color of my hair, this is not my first rodeo. 19

I am here freely to share with you the support 20

U.S. Bank has extended to the communities the WBDC has 21

served over the last five years and the programs and 22

services the organization has been able to deliver 23

supporting small business owners throughout its 24

nine-state region. U.S. Bank is represented on our 25

Page 68

board and advisory committees. Subject matter expertise 1

and financial support of $630,000 has been provided. 2

Various curricula, sponsorship, including curricula 3

focused on Black and Brown women business owners has 4

been delivered. 5

Expanded support was provided during COVID-19 6

to meet our needs and increased a hundred percent for 7

access to capital and technical support. Digital 8

expansion of our programs and services were enabled as a 9

result of that support. Very importantly, debt, equity 10

and grants were delivered. Businesses were sustained. 11

Some even grew. 12

I firmly believe that the commitment to 13

community, small businesses and diverse markets is a 14

hallmark of the U.S. Bank culture and business and will 15

continue in all the markets that it enters. Thank you 16

for providing me this opportunity to testify in support 17

of the acquisition. This concludes my remarks. 18

MS. BANTA-LEWIS: Thank you for those 19

comments, Emilia. 20

I would now like to welcome to the stage 21

Ronald Garnett. If you could turn on your camera and 22

come off mute -- 23

MR. GARNETT: Okay, great. Thank you to the 24

Board of Governors and the OCC for the opportunity to 25

Page 69

make comments at this hearing today. My name is Ron 1

Garnett, and I’m the president and CEO of the Council 2

for Supplier Diversity headquartered in San Diego, 3

California. We are a 501(c)(3) nonprofit organization. 4

Our mission is to leverage the discipline of 5

supplier diversity to help develop economic empowerment 6

in underserved communities. Now, to accomplish this 7

mission, we need the support of banking institutions and 8

other corporate citizens. Since at least the mid-80s, 9

bank consolidations have reduced the number of banks, 10

institutions by almost two-thirds. Mergers and 11

acquisitions have driven a substantial part of this 12

result. 13

Union Bank has been unique among financial 14

institutions of its type in terms of the supporting the 15

diverse business enterprise community. They have been a 16

constant and -- and exceptional contributor to both 17

monetary and support and the leadership engagement 18

within our organization and others in our community. 19

In the case of our organization, Union Bank 20

provided the seed money for our organization to fulfill 21

a void in the large and substantially diverse community. 22

Not only did they support existing organizations, but 23

they made important investments to ensure that the 24

underserved and the LMI communities had the local 25

Page 70

resources needed for economic advancement. 1

Over the past 16 years, we have had many 2

relationships with banking institutions. None have been 3

more dedicated than Union Bank in helping to support in 4

development and growth of diverse business enterprises. 5

Union Bank has continued to be our strongest and most 6

consistent contributor over the years. They support our 7

ability to provide our Young Entrepreneur Academy. This 8

is to create opportunities for a better future for 9

underserved youth. 10

They also support our executive and business 11

development program, a collaboration we have with the 12

University of San Diego School of Business. And they 13

certainly support our sourcing programs to help 14

suppliers get better prepared to do business with large 15

corporations, even though it’s outside of their own 16

organization. 17

From funding to board, direct leadership, they 18

have been a model for best practices in this area. I 19

hope that the effects of this acquisition, from what 20

I’ve heard today, will bring the same level of 21

commitment to minority women service-disabled veteran, 22

LGBTQ businesses and the underserved communities. I 23

hope that the next -- the new entity will continue to 24

support the mission of organizations like the Council 25

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for Supplier Diversity and recognize the important added 1

value we bring to the organization. These are important 2

considerations for the -- for the Board in considering 3

this merger. Thank you for the opportunity. This 4

concludes my remarks. 5

MS. BANTA-LEWIS: Thank you for those 6

comments, Ron. 7

I would now like to welcome to the stage Paul 8

Woodruff. If you could turn on your camera, come off 9

mute. Wonderful. You may begin. 10

MR. WOODRUFF: Good afternoon. My name is 11

Paul Woodruff, and I’m the vice president of community 12

development receivables, Community Credit Union, which 13

is a certified community development financial 14

institution or CDFI, as well as a minority depository 15

institution located in and serving the greater St. 16

Louis, Missouri metropolitan area. 17

In fact, we’re one of the nation’s largest 18

Black-owned credit unions. I join you today to voice my 19

support for U.S. Bank’s acquisition of Union Bank. My 20

comments today will be focused on the relationship that 21

my institution has shared with U.S. Bank -- with U.S. 22

Bank as related to community development finance. U.S. 23

Bank has been an invaluable partner of my institution in 24

securing and deploying new markets tax credits for the 25

Page 72

purpose of building new and renovating existing 1

financial service facilities in highly economically 2

distressed portions of St. Louis. Of note, as a part of 3

a transaction facilitated by U.S. Bank in 2017, my 4

institution built a state-of-the-art branch on the site 5

of the historic Gateway Bank. 6

Gateway Bank was launched in 1965 as one of 7

the only Black-owned banks in the Midwest. I repeat, 8

the only Black-owned bank in the Midwest. 9

Unfortunately, years later, the institution was not 10

solvent. St. Louis Community Credit Union, a Black- 11

owned minority depository institution, was able to 12

preserve the history of the institution by migrating 13

Gateway customers to our systems but, most importantly, 14

by bringing to life a new, beautiful and functioning 15

facility to serve the financial needs of the residents 16

of North St. Louis City, which is a notorious desert for 17

financial services. 18

U.S. Bank’s involvement in this deal has 19

served to generate millions of dollars in new economic 20

activity for the surrounding community and ensured that 21

the needs of low-income African-American residents did 22

not go unmet. I highlight this experience because, from 23

a business perspective, this new markets tax credit 24

transaction was small and relatively inefficient. In 25

Page 73

short, it wasn’t a huge financial win for the bank. 1

However, the bank was and continues to be a 2

champion of this effort because they understand the 3

critical nature of ensuring quality, affordable 4

financial products and services to communities whether 5

that comes from their institution or partner CDFIs like 6

myself. 7

Since 2017, I have served as a member of U.S. 8

Bank’s Community Advisory Committee. And at the 9

inception of the CAC, the bank shared insight on a new 10

emergency loan product, the simple loan, which was to be 11

launched in 2018. Transparent, accessible, and 12

sustainable, these are the three tenets of the simple 13

loan. And through a cooperative and open process, I 14

have been amazed to see the level of involvement from 15

staff members from mid-level all the way up through 16

senior. The simple loan journey has been nothing short 17

of a success. U.S. Bank maintains its commitments to 18

ensuring that people of modest means and people who lack 19

access to mainstream credit have access to those 20

services when an emergency occurs. Based on my 21

experiences, I have found that U.S. Bank is genuine and 22

concerned and motivated to act in the best interest of 23

consumers and community, whether in my area or areas 24

across the country. It’s for these reasons, among many, 25

Page 74

that I am supportive of U.S. Bank’s acquisition of Union 1

Bank. Thank you. This concludes my remarks. 2

MS. BANTA LEWIS: Thank you for those 3

comments, Paul. 4

I would like to now welcome to the stage 5

Christine Hess if you could turn on your camera, come 6

off mute. Wonderful. You may begin. 7

MS. HESS: Hi. Good morning, Board of 8

Governors and OCC. My name is Christine Hess, and I am 9

the executive director for the Nevada Housing Coalition. 10

The Nevada Housing Coalition is a statewide nonprofit to 11

advance and promote affordable housing for all Nevadans. 12

Our strategic priorities are advocacy, education and 13

collaboration. 14

We work with our community partners, including 15

U.S. Bank, to support affordability across the 16

affordable housing spectrum from permanent supportive 17

housing to affordable rentals and home ownership. 18

Nevada has one of our country’s most severe shortages of 19

affordable housing. Statewide and across income levels, 20

Nevadans are struggling with their housing costs, which 21

means that attention to basic needs like medical care, 22

food, education, transportation and work stability 23

suffer. 24

According to the National Low-Income Housing 25

Page 75

Coalition, over 90 percent of our extremely low-income 1

households are paying more than one-third of their 2

income on rent. And over 80 percent of those households 3

pay more than half of their income on rent. As part of 4

our education initiative, the U.S. Bank team members are 5

regular participants in our events, including our 6

monthly lunch and learn, our special affordable housing 7

updates and our annual statewide housing conference. 8

They have been a member organization of ours 9

at the partner level since 2019, the coalition’s 10

inception. They have also sponsored our two annual 11

housing conferences. Additionally, their team members 12

are always available for any questions or technical 13

support. As home prices increase in Nevada, homebuyer 14

programs are becoming more critical to providing access 15

to the benefits of home ownership. 16

Both Reno and Las Vegas have seen for-sale 17

home prices increase well over 20 percent year-over-year 18

with median home prices hitting $560,000 in Reno and 19

$400,000 in Las Vegas, out of reach for too many 20

hard-working Nevadans. U.S. Bank provides support to 21

our agencies to administer affordable home ownership 22

programs, including our state housing finance agency, 23

the Nevada Housing Division, and Nevada Rural Housing 24

Authority. 25

Page 76

Overall, they help provide affordable 1

mortgages to approximately 2,500 to 3,000 low and 2

moderate-income Nevadans annually. They also sponsor 3

lender roundtables for both agencies. We are grateful 4

to include U.S. Bank as a community partner and 5

coalition member as we work to ensure affordable housing 6

options for all Nevadans. As Nevada prioritizes 7

affordable housing, we look forward to continued active 8

engagement by U.S. Bank and the combined organization. 9

Thank you so much for your time this afternoon. 10

MS. BANTA-LEWIS: Thank you for those 11

comments, Christine. 12

I would now like to welcome to the stage Tina 13

Quigley if you could turn on your camera and come off 14

mute. 15

MS. QUIGLEY: Oh. There we go. 16

MS. BANTA-LEWIS: Wonderful. You may begin. 17

MS. QUIGLEY: Great. Thank you. Again, my 18

name is Tina Quigley. I am the president and CEO of the 19

Las Vegas Global Economic Alliance, which is Southern 20

Nevada’s regional economic development agency. We are 21

funded by the state, but we also are funded by our 22

private investors. And I want to take a minute just to 23

explain to you the leadership that specifically Clark 24

Wood, who is the market president and located here in 25

Page 77

Las Vegas and is the vice chair of the Global Economic 1

Alliance has brought to Southern Nevada. We struggled 2

tremendously with diversifying our economy. As you 3

know, Las Vegas is heavily dependent on the travel and 4

leisure tourism industry. 5

And as a result, we go through periods of boom 6

and bust. We have struggled for a long time to figure 7

out how to grow beyond just that portfolio. And so this 8

is where I want to talk about leadership. Clark is the 9

vice chair. And under his leadership, as he has grown 10

with us in our organization, has worked with the rest of 11

our 50 board members to come up with targeted industries 12

that we now have strategic action plans moving towards, 13

specifically, advanced manufacturing, transportation and 14

logistics, healthcare, information and technology, clean 15

energy, creative industries and also business and 16

finance. 17

And I will mention just real quick that U.S. 18

Bank is a tremendous contributor to our Junior 19

Achievement Chapter here. So you’ll hear a lot of the 20

good things that U.S. Bank has done for communities 21

across the United States. But I really want to just 22

take this moment to emphasize the leadership portion 23

that U.S. Bank has shown a commitment to Southern Nevada 24

to truly helping grow our economy beyond our 25

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boom-and-bust cycles. So with that, I would like to 1

express our support for the action today and for the 2

U.S. Bank partnership. 3

MS. BANTA-LEWIS: Wonderful. Thank you for 4

those comments, Tina. 5

I would now like to welcome to the stage 6

Damian Buchman. If you could turn on your camera, come 7

off mute. 8

MR. BUCHMAN: Hello. Greetings. My name is 9

Damian Buchman. I am the founder and executive director 10

of an organization in Milwaukee, Wisconsin known as The 11

Ability Center. I’d like to thank the Board of 12

Governors and OCC for this opportunity to speak in 13

support of U.S. Bank’s merger with Union Bank. And I 14

want it to be noted that no part of me feels forced or 15

compelled to testify today. In fact, I feel actually 16

compelled and honored to do so. 17

We -- I think it’s important to note that we 18

are a human services-related organization in the greater 19

Milwaukee area, and I see the value in U.S. Bank’s 20

support for our organization and people with 21

disabilities in the fact that we are just a small 22

organization that’s trying to preserve the community, 23

and there is no benefit in it to U.S. Bank other than 24

being good stewards of their local community. In a 25

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world where people with disabilities are often 1

forgotten, U.S. Bank has not only supported our mission, 2

but they value this minority group equitably throughout. 3

Our mission is simple, to provide people impacted by 4

disabilities with a daily opportunity to be fit, active 5

and healthy. 6

In fact, U.S. Bank has partnered with us in 7

multiple aspects, both in financial contributions, 8

community and volunteer support, leadership support and 9

knowledge-sharing on topics of inclusion, ableism and 10

universal design. They have shown us this multilevel 11

interest in supporting our mission, not just a singular 12

one. 13

U.S. Bank has also been very supportive in all 14

three of our pillars, seeing the value both in bringing 15

access and opportunity for people with disabilities 16

inside of the community and, bringing families 17

together with disabilities to play in open gym scenarios 18

in making sure that we have a strong basis in education 19

and inclusion inside of our schools in the greater 20

Milwaukee and, indeed, the entire Wisconsin area. They 21

have also supported the local initiative support 22

corporation locally in which there is an awards ceremony 23

called the Milwaukee Awards for Neighborhood Development 24

Initiatives. And it’s the MANDI awards. And they 25

Page 80

supported that organization, which also supports our 1

organization, and we actually won for transforming our 2

local beach into the country’s most inclusive and 3

accessible beach, especially not on a coastal site. 4

Finally, echoing Tina’s comments, their 5

leadership has been extraordinary for our organization, 6

and they stepped up from day one upon request where 7

their global chair of U.S. Bank’s disability resource 8

business group, Kelly Risser, has joined our board of 9

directors as well to continue to provide that equitable 10

opportunity for families impacted by and with 11

disabilities, both physical and intellectual. 12

So while we are not anywhere touching the 13

banking industry, it is important to note that U.S. 14

Bank, while they are not located or headquartered in 15

Milwaukee, they take a strong hold, clearly to me, in any 16

community in which they stand. I want to thank you for 17

this opportunity to testify, and that concludes my 18

comments. 19

MS. BANTA-LEWIS: Thank you for those 20

comments, Damian. 21

I would now like to welcome to the stage Kevin 22

Wilson. If you could turn on your camera, come off mute 23

-- wonderful. You may begin. 24

MR. WILSON: Good morning, everyone. My name 25

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is Kevin Wilson, and I’m executive director of the Small 1

Business Empowerment Center here in St. Louis, and I’m 2

here to speak in support of U.S. Bank. Small Business 3

Empowerment Center is a nonprofit SBA technical 4

assistance provider helping minority and women business 5

owners in low-income communities gain access to capital 6

and contracting opportunities. 7

I’m also part of the U.S. Bank Community 8

Advisory Committee or the CAC. As a member of the CAC, 9

I have witnessed firsthand U.S. Bank’s commitment to 10

community to bring positive change as well as their 11

efforts towards corporate social responsibility to help 12

build wealth while redefining how the bank serves 13

diverse communities and provides more opportunities for 14

diverse employees within their bank. 15

Over the past several years, these are the 16

things I’ve come to know are true. U.S. Bank has made a 17

commitment to support BIPOC-led small businesses. The 18

bank has extended finance opportunities for BIPOC-led 19

small business owners through their CDFI partners. The 20

bank has increased its procurement span with BIPOC-led 21

businesses. U.S. Bank volunteers have consistently 22

stepped up to mentor and coach my clients. I’ve also 23

worked with U.S. Bank with many of my entrepreneurs to 24

access SBA loans, lines of credit to grow/start their 25

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businesses. This, in turn, has led to job creation in 1

these diverse communities. 2

Finally, I believe U.S. Bank continues to 3

listen and make community investments with and through 4

their community partners in the CAC. My fellow CAC 5

members and I are always amazed how U.S. Bank staff asks 6

us to help them on strategic initiatives to engage the 7

community, and then they implement many of these 8

suggestions. We continue to be impressed with their 9

ability to hear us and then make changes based on our 10

feedback. 11

If there are any additional -- any additional 12

information you all require, please don’t hesitate to 13

give me a call. I am in full support of U.S. Bank. 14

They’ve been fantastic. Thank you so much for this 15

opportunity and this time today. This concludes my 16

remarks. 17

MS. BANTA-LEWIS: Thank you for those 18

comments, Kevin. 19

I would now like to welcome to the stage Kerry 20

Doi. If you could turn on your camera, come off mute -- 21

MR. DOI: Thank you very much for allowing me 22

to speak. My name is Kerry Doi. I’m the president and 23

CEO of PACE, the Pacific Asian Consortium in Employment. 24

We are a multifaceted community development 25

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organization. We’re the CDFI, a CDE or certified SBA 1

lender and MBDA lender and a minority business 2

development center. 3

In addition, we are an AJCC, America’s Job 4

Center of California, sponsored by DOL. Our 5

environmental justice programs weatherize approximately 6

1,500 homes per year, while our early childhood education 7

programs educate approximately 1,200 preschoolers 8

throughout 14 different low-income area -- neighborhoods 9

in Los Angeles. Altogether, we provide services to over 10

40,000 people a year, 95 percent of which fall below the 11

poverty line. 12

Hundreds of small businesses are assisted 13

while helping thousands of jobseekers from resume 14

writing to vocational counseling to job training and 15

placement, as well as helping them navigate the state 16

bureaucracy and accessing unemployment benefits. But 17

just as important, we serve Japanese, Chinese, Korean, 18

Filipino, Vietnamese, Cambodian, Thai, South Asian 19

Indian, Pakistani, Armenian, Iranian and many others. 20

We serve people from Mexico, Guatemala, Puerto Rico and 21

Columbia. We’re proud to say that we serve more Latinos 22

than we do Chinese. In addition, we serve more 23

African-Americans than we do Koreans. Altogether, we 24

speak more than 40 different languages and dialects. In 25

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other words, when it comes to cultural diversity, we 1

walk the walk, not just talk the talk. Because of the 2

work we do, we have the opportunity to work with many 3

industries in the private sector. The concept of CSR, 4

as well as DEI are concepts that we worked with for over 5

four decades. It’s indeed impressive to us that U.S. 6

Bank, as well as Union Bank, not only adhere to those 7

concepts but embrace them and not only talk the talk but 8

walk the walk. 9

It’s without a doubt that we believe that this 10

merger will only strengthen their commitment to DEI and 11

CSR. About 15 years ago, one of the largest banks in 12

America at an interagency conference declared that their 13

CRA portfolio outperformed its regular portfolio. U.S. 14

Bank understands that not only is their responsibility 15

to be a good corporate citizen but knows that it’s 16

profitable as well. 17

The noted economist, Gene Sperling, senior 18

economic advisor to two presidents, recently wrote a 19

book arguing that the end goal of economic policy should 20

be economic dignity. We believe in that theory and 21

believe that U.S. Bank also buys into that theory as -- 22

and as such, we support the merger of U.S. Bank and 23

Union Bank. This concludes my remarks. Thank you. 24

MS. BANTA-LEWIS: Thank you for those 25

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comments, Kerry. 1

GROUP 3 2

MS. BANTA-LEWIS: We will now move into Group 3

No. 3. I would like to welcome first to the stage 4

Michelle Merced. If you could turn on your camera, come 5

off mute. Wonderful. You may begin. 6

MS. MERCED: Hi. Good morning, everybody. My 7

name is Michelle Merced, and I’m the president/CEO of 8

Neighborhood Housing Services of Southern Nevada. I am 9

honored to testify today in regards to U.S. Bank and 10

Union Bank merger. This year, our organization 11

celebrates serving our community for over 30 years here 12

in Southern Nevada in everything housing. 13

Our mission is to help build better 14

neighborhoods block by block, and I’m proud to testify 15

today and share how U.S. Bank has been part of that 16

journey in helping so many individuals and families 17

throughout Southern Nevada. U.S. Bank has and continues 18

to provide funding towards home ownership efforts. With 19

the funds that they’ve provided, we were able to help 20

over 1,100 households by providing homebuyer education to 21

those that are seeking to purchase their first home. In 22

addition, they fully support and continue to advocate 23

for affordable housing. From 2012 to 2015, they helped 24

offset rehab costs at one of our communities called 25

Page 86

Calcaterra. 1

This is a six-building, 42-unit community that 2

houses households that fall at 80 percent of the area 3

median income. By providing their support, we can 4

update new air conditioning systems, and we’re also able 5

to put new roofs on our buildings. We also own and 6

manage a 59-unit apartment complex dedicated towards 7

transitional housing. 8

And in 2017, it caught fire, and 9

unfortunately, it displaced 60 individuals. U.S. Bank 10

has helped again or helped again and assisted us in 11

upgrading plumbing to code throughout the building and, 12

today, we are fully occupied. From 2018 to date, U.S. 13

Bank continues to lead the way in providing general 14

operating support towards all projects we have regarding 15

affordable housing. 16

This is huge, as it allows for our agency to 17

still focus on our mission, and it reflects a trust that 18

has been built between partners based on aligned 19

strategic goals. We are able to be creative and 20

identify different initiatives. For example, today, our 21

teams are working together in an initiative in closing 22

the Las Vegas Black home ownership gap. 23

The goal is to educate together to raise 24

awareness on the challenges and promote resources to 25

Page 87

help as many Black families as possible in buying their 1

first home. I will add that the leadership from U.S. 2

Bank locally and also from our surrounding state is very 3

supportive. In closing, I will state the leadership -- 4

in-state, we fully support the merger of U.S. Bank and 5

Union Bank and are confident we will continue to -- they 6

will continue to support and help fight the fight for 7

adding affordable housing in our community. Thank you, 8

and this concludes my remarks. 9

MS. BANTA-LEWIS: Thank you for those 10

comments, Michelle. 11

I would now like to welcome to the stage 12

Lenwood Long, Sr. If you could turn on your camera and 13

come off mute -- 14

MR. LONG: Thank you so much. Good afternoon. 15

My name is Lenwood Long. I am the president and CEO of 16

the African-American Alliance of CDFI CEOs. And I speak in 17

support of the merger of U.S. Bank and Union Bank. The 18

African-American Alliance of CDFI CEOs is a membership 19

driven intermediary of 59 Black-led CDFIs that aims to 20

address in a robust way the closing of the racial wealth 21

gap. I think we did not take it lightly, look at it 22

lightly, to address why we support this merger. One, 23

there are several reasons based upon performance that we 24

support this merger. In the fall of 2021, nine of our 25

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members received $13 million in patient capital via the 1

U.S. Bank Access Fund. This fund was for women of color 2

and microbusiness owners. This infusion of lending 3

capital allowed each organization to increase their 4

capacity, which is very important to deploy those fund. 5

In addition to that, each of those -- 14 of 6

those members received $900,000 in grants, roughly range 7

of $45,000 to $75,000 in grants. I would add that 8

Black-led CDFIs play a critical role in bringing 9

investment and other resources to underserved 10

communities of color, particularly those who lack 11

sufficient access to training and capital. 12

We also appreciate U.S. Bank collaboration in 13

our efforts on new market tax credits. U.S. Bank team 14

broadly offered their assistance with entry-level 15

participation for our members interested in the new 16

market tax credit program very critically. 17

Unfortunately, we would like to say, Black-led CDFIs, 18

compared to their White counterparts, have historically 19

faced uneven playing field. So in conclusion, 20

African-American Alliance of CDFI CEOs support this 21

merger and -- and is confident that this merger is a 22

major step towards reversing the structure and 23

historical inequities that have led to insufficient 24

funding of Black-led CDFI -- CDFIs. 25

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We further believe that this merger could 1

yield significant community reinvestment in underserved 2

neighborhood nationwide once a community benefit 3

agreement is finalized to form a plan to strategically 4

address the unique needs of the community that now would 5

be in -- and certainly change to impact in a positive 6

way. Thank you so much. And again, we support this 7

merger. Thank you. 8

MS. BANTA-LEWIS: Thank you for those 9

comments, Lenwood. 10

I would now like to welcome to the stage 11

Beverly Noerr. If you could turn on your camera and 12

come off mute -- Beverly, are you able to connect? Oh, 13

I think your -- 14

MS. GOLDBERG: Muted. 15

MS. BANTA-LEWIS: -- audio -- yeah. 16

MS. GOLDBERG: Can you please unmute yourself? 17

MS. BANTA-LEWIS: It looks like you’re 18

unmuted, but perhaps your microphone isn’t accurately 19

selected. So if you click the caret on the mute button, 20

you might have another microphone option there. 21

MS. NOERR: How about now? 22

MS. BANTA-LEWIS: Wonderful. Yup. You may go 23

ahead and begin those comments. 24

MS. NOERR: Okay. My name is Beverly Noerr. 25

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I am executive director of Redlands Bowl Performing 1

Arts, located in the two-county Inland Empire region of 2

Southern California. Our core mission work includes the 3

Redlands Bowl Summer Music Festival, which is the oldest 4

continuously running music festival in the United States 5

where no admission is charged and serves over 100,000 6

people annually. 7

We also present a robust arts education 8

program serving 35,000 youth and an established young 9

artist scholarship program. Redlands Bowl Performing 10

Arts’ goal is to provide access to world-class quality 11

performing arts for all by removing the cost barriers to 12

participation. Today, it is my great pleasure to speak 13

to you in support of U.S. Bank. 14

U.S. Bank serves as an exemplary corporate 15

partner to our organization and many others. A few 16

years ago when RBPA wished to increase our service 17

numbers, U.S. Bank understood and supported our 18

aggressive goal to raise our service numbers from 5,000 19

to 35,000 children within two years. 20

Knowing the need and lack of arts education 21

and access for low-income and underserved youth in our 22

region, U.S. Bank came alongside us in this goal and 23

significantly increased their investment in our youth. 24

This funding helped us to leverage our services via 25

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workshops, music assemblies in our schools and arts 1

opportunities with partnering youth service agencies. 2

Especially during the pandemic when children 3

were particularly at risk to isolation, the funding 4

provided by U.S. Bank helped us to pivot to online 5

programming. I cannot underscore enough the importance 6

of this programming in providing an emotional safety net 7

for our kids during this tumultuous time for the world. 8

In addition, last summer when we joyfully 9

reopened our festival programming, U.S. Bank provided 10

boots-on-the-ground volunteers to assist in the 11

festival. It is my opinion that U.S. Bank is not merely 12

a sideline corporate partner checking off the nonprofit 13

box but is a purposeful, intentional neighbor in our 14

community. I give my highest support and recommendation 15

to U.S. Bank in this merger. This concludes my 16

statement. Thank you. 17

MS. BANTA-LEWIS: Thank you for those 18

comments, Beverly. 19

I would now like to welcome to the stage 20

Patricia Garcia Duarte. If you could turn on your 21

camera, come off mute -- 22

MS. DUARTE: Good morning, Board of Governors. 23

Thank you for this opportunity. I am Patricia Garcia 24

Duarte, president and CEO at Trellis. Trellis is an 25

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Arizona nonprofit organization dedicated to making 1

stable homes and communities possible by programs that 2

support and encourage wealth creation through home 3

ownership. 4

Trellis has no experience with MUFG. However, 5

Trellis has had a good relationship with U.S. Bank. 6

Locally in Phoenix Metro, we believe that U.S. Bank’s 7

culture is one that supports community development. 8

U.S. Bank has, over many years and consistently, invested 9

in Trellis’s mission, providing -- providing 10

philanthropic support to help run our home ownership 11

center where we offer one-on-one housing counseling, 12

financial coaching and homebuyer education. 13

U.S. Bank is also providing construction 14

financing for our very first low-income housing tax 15

credit -- housing development which will provide 16

affordable rental housing and eventually convert into 17

home ownership after the low-income housing tax credit 18

compliance period. 19

U.S. Bank has invested in down payment 20

programs and has helped us convert clients into actual 21

homeowners, helping us increase home ownership among 22

Hispanic, Black, indigenous and Asian people. In 23

Trellis’ history, 46 years, we’ve created over 3,900 24

homeowners. Home ownership is at the core of our 25

Page 93

mission. And truly U.S. Bank has supported that. 1

Equally, it’s important for me to note that we 2

have had the advantage of having a very active U.S. Bank 3

employee, the community affairs manager, who has played 4

a very important leadership role on our board of 5

directors and board committees and related entities. 6

His time has been very valuable in governing our 7

organization and helping set strategic plans and goals 8

in helping with fundraising efforts to support the 9

mission. He truly is a model board member. 10

In my opinion, the proposed merger between 11

U.S. Bank and MUFG Union Bank will be positive as long 12

as there is a clear public benefit commitment that 13

supports the community financial needs and the 14

nonprofits who do the heavy lifting in trying to address 15

the community issues around housing and community and 16

economic development. Thank you. That concludes my 17

remarks. 18

MS. BANTA-LEWIS: Thank you for those remarks, 19

Patricia. 20

We are now going to try and unmute Allysunn 21

Williams. We may not be able to see her, but we might 22

be able to hear her. So let’s give that a try. 23

MS. WILLIAMS: Hello. Can you hear me? 24

MS. BANTA-LEWIS: Hi, Allysunn? 25

Page 94

MS. WILLIAMS: Yes. Can you hear me? 1

MS. BANTA-LEWIS: Wonderful. Yes. We can 2

hear you. If you -- 3

MS. WILLIAMS: Thank you. 4

MS. BANTA-LEWIS: -- would like to give your 5

verbal remarks, you can begin now. 6

MS. WILLIAMS: Thank you. Good afternoon, 7

everyone. My name is Allysunn Walker Williams. I am a 8

small business owner and management consultant. My 9

remarks are in support of the U.S. Bank and Union Bank 10

Merger with a request for increased support for low 11

wealth and underinvested communities. Several years ago, 12

I was appointed to the Union Bank Community Advisory 13

Board that brought together grantees and leaders in the 14

community economic development space. I represented 15

Fresno, a city with one of the highest concentrations of 16

poverty of any major U.S. city. The Community Advisory 17

Board met quarterly to discuss CRA strategies and 18

products, services, investments and lending performance 19

goals. That year, instead of the traditional CRA 20

process where banks take a retrospective review of their 21

book of business in certain low-income census tracks, 22

the Community Advisory Board asked the bank if we could 23

adopt a proactive place-based CRA investment strategy 24

versus a product-based strategy. 25

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The Community Advisory Board selected Fresno 1

as a demonstration given the bank’s -- given Union 2

Bank’s 14 retail stores in the city and Fresno’s 3

economic challenges that are exacerbated by chronic and 4

persistent poverty that were measurable. Through 5

incredible leadership from Julius Robinson and Carl 6

Ballton at Union Bank, we crafted -- we drafted a CRA 7

investment strategy, shifting from that retrospective 8

review to forward-looking goals around Union Bank’s 9

economic opportunity mortgage product for low-income 10

homeowners, small business lending for Black and Brown 11

businesses and large multi-year grants to pilot a 12

Technical Resource Assistance Center. It’s called the 13

TRAC, T-R-A-C, for Black and Brown small businesses, 14

primarily in the downtown and Southwest Fresno areas. 15

The TRAC served as somewhat of a national model for 16

Union Bank in partnership with existing CDFIs and other 17

chambers and providers to increase access to capital for 18

small and microbusinesses. 19

As a show of clear support, Union Bank brought 20

25 executives from San Francisco to Fresno with the 21

community advisory -- with the Community Advisory Board 22

and met with the mayor of our city and 60 community 23

members and leaders to listen and plan how they could 24

accelerate our local economic development activities in 25

Page 96

some of our poorest neighborhoods. 1

This was revolutionary. It set precedent for 2

approximately $10 million in investment in the Fresno 3

region each year. I left the Community Advisory Board 4

and became a consultant to Union Bank to support this 5

initiative. Because mergers suggest consolidation, I 6

urge Union Bank and U.S. Bank to consider Union Bank’s 7

wide footprint in the Fresno area and to keep those 14 8

assets intact to serve our underbanked community. 9

The downtown branch of Union Bank is one of -- 10

is one of the only banks that serves a residential area 11

of more than 50,000 underbanked people in an area where 12

there are dozens of check-cashing centers preying upon 13

our local neighbors. Union Bank’s attention to the 14

needs of the small business community and Fresno’s 15

growing home ownership community is invaluable as we 16

seek to correct decades of redlining and discriminatory 17

behavior by the finance banking and real estate 18

industries toward people of color. In this vein, I ask 19

that there be no reduction in the CRA spending of both 20

banks individually but, instead, that there would be an 21

increase in those investments given that both banks have 22

outperformed their financial projections in recent 23

years. I respectfully request continued investment in 24

this region commensurate with those significant 25

Page 97

financial gains. Thank you for this opportunity. 1

MR. OLSON: All right. Thank you, Ms. 2

Williams, and thank you to all of our presenters or 3

speakers in the first three groups. We are now going to 4

take a break until 1:05 p.m. Eastern time, and then we 5

will reconvene with Group 4. Thank you. 6

(A brief recess was taken.) 7

MS. MURPHY: Good afternoon or good morning, 8

everyone, and welcome back. It’s 1:05 p.m. Eastern 9

time. So we are going to move into our next group of 10

presenters, and I’m going to hand it over to Meagan to 11

welcome them. 12

GROUP 4 13

MS. BANTA-LEWIS: Wonderful. Thank you, 14

Donna. First up, we have got Christine Avlon. If you 15

could turn on your video and come off mute, I know 16

you’ve got a presentation, so if you could give me a 17

verbal cue for those slides, that’d be great. 18

MS. AVLON: Thank you. My name is Christine 19

Avlon. I am a certified fraud examiner, and I have a 20

degree from the Yale University School of Management, 21

and I spent my career as a lifelong compliance banker. 22

I have two points I’d like to stress today. The first 23

one is that the OCC should verify the existence of 24

effective whistleblower programs and money laundering 25

Page 98

detection programs for both the buyer and the seller. 1

The OCC, in its examinations, does a very poor 2

job of scoping the corporate governance at the audit 3

committee level, and I think that the OCC can improve 4

through this acquisition assessment in those areas. 5

Secondly, the OCC should confirm directly with OSHA 6

whether or not the buyer or seller have any open, 7

pending whistleblower or labor matter complaints that 8

are being investigated by OSHA. Slide 2, please. 9

Today’s hearing does include a scope for 10

combating money-laundering activities. I’d like to 11

point out two important aspects. The risk of human 12

trafficking and the risk of illegal gun trafficking 13

harms our communities. And the banks are at the 14

frontlines of detecting those risks. But in addition to 15

those risks, what if a banker thought that the Community 16

Reinvestment Act was being violated. Would their 17

complaint inside the bank be investigated independently? 18

The audit committee is the governance feature that would 19

ensure that that banker’s complaint was investigated 20

independently and not by the people who perhaps were 21

implicated. Slide 3, please. This shows that U.S. Bank 22

had a consent order in 2018 for a failed 23

money-laundering program. In fact, quote, the bank also 24

concealed its wrongful approach from the OCC. Slide 4, 25

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please. 1

U.S. Bank paid $528 million for that and were 2

charged criminally. Slide 5, please. The U.S. Bank 3

chief operational risk officer was fined $450,000 4

personally. Slide 6, please. Those relate to U.S. 5

Bank. But now we look at the history of Union Bank and 6

its consent orders with the OCC. 7

They started in 2017. The one on the screen 8

is in 2019. And these regard the anti-money laundering 9

controls. Slide 7, please. This shows that Union Bank 10

had a cease-and-desist for operational risk governance. 11

Slide 8 shows -- thank you -- that the parent of Union 12

Bank has audit committee accountability for 13

whistleblower programs. But unfortunately, Union Bank 14

USA does not appear to have. 15

Slide 9 says that Union Bank is going to 16

prepare written plans regarding the remediation of the 17

consent order from September. These plans should be 18

shared with the public. And the last slide, No. 10, 19

just summarizes the recommendations I’ve made today. 20

Thank you very much. My contact information is on Slide 21

11, and I am very grateful for the opportunity to 22

provide this testimony to the OCC and the Office of the 23

Comptroller. Thank you. This concludes my remarks. 24

MS. BANTA-LEWIS: Thank you for those 25

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comments, Christine. 1

We are now going to try and unmute Matthew 2

Lee. Matthew Lee, are you able to unmute yourself now? 3

Just give him one moment. 4

MS. GOLDBERG: Mr. Lee, are you able to unmute 5

yourself? We apologize. We aren’t able to get your 6

video working. If not, we’ll move on to the next 7

attendee, and we can have you present at the end at 6 8

p.m. 9

MS. BANTA-LEWIS: Okay. Wonderful. We will 10

circle back to you, Matthew. For now, we are going to 11

welcome Al Pina to the stage. Al, if you could unmute 12

and show your video -- 13

MR. PINA: Do you have my video? 14

MS. BANTA-LEWIS: We have got you. Okay. 15

Wonderful. You may begin your comments. 16

MR. PINA: Thank you to the members of the 17

Federal Reserve Board and OCC for this opportunity to 18

speak at this proposed hearing between U.S. Bank and 19

Union Bank. I’m Al Pina, chair of the Florida Minority 20

Community Reinvestment Coalition, also co-chair of the 21

National Minority Community Reinvestment Co-operative and 22

also co-chair of Alliance to End the Racial Wealth Gap to 23

work closely with U.S. Bank in development of this 24

historic and racially relevant CRA plan. 25

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I’m in Detroit, Michigan today. And I think 1

it’s only fitting that I’m in Detroit, Michigan because 2

Detroit is symbolic of the racial economic exclusion in 3

all major cities across our country. An example of this 4

are the top five banks in Detroit, Blacks who make up 5

over 72 percent of this city’s population only count for 6

less than 15 percent of those banks’ home loans. 7

And it gets much worse, much worse when you 8

look at small business lending, and Section 1071 is 9

certainly going to expose that. We witnessed the 10

byproduct of this radical economic exclusion in this 11

pandemic. This pandemic exposed a monstrous racial 12

economic fault line in our economy, yet bank mergers and 13

CRA exams can’t address this. 14

U.S. Bank regulators must incorporate racial 15

lending data to both CRA exams and mergers. There must 16

be racial relevancy and economic inclusions. Banks are 17

lenders. They are not foundations. They are lenders. 18

Racial economic inclusion, it starts and it stops with 19

home and small-business lending. It is critical for 20

Blacks and Latinos to gain greater access to home loans 21

and business expansion start-ups, unlike the data that I 22

showed you. Why is this important? Census showed us -- 23

this last census showed us that people of color are now 24

40 percent of this country’s population. And it’s 25

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growing. 1

Yet expanded and true racial economic 2

inclusion is going to result in increased productivity 3

and consumption by Blacks and Latinos. That’s going to 4

result in increased racial and intellectual and 5

financial bandwidth. That’s going to result in many 6

more doctors, scientists, engineers, business owners 7

and, yes, bank CEOs. 8

That’s going to result in a stronger United 9

States of America in this global economy. This racially 10

relevant, historic U.S. Bank CRA plan that we worked with 11

them on, it reminds me of a saying, “I came upon a verge 12

in the road, and I took the path less traveled, and it 13

has made all the difference.” 14

This historic plan does that. It’s because of 15

that that I support this merger, this proposed merger. 16

But I also put the bank regulators at all banks on 17

notice because of this. You must follow this racially, 18

economic inclusive plan that U.S. Bank has set forth. 19

You must take this path less traveled because race is 20

relevant to the U.S. economy. It is very relevant. 21

This U.S. Bank historic racially relevant CRA 22

plan not only will strengthen Black and Latino 23

communities. It strengthens the United States of 24

America. This concludes my remarks. 25

Page 103

MS. BANTA-LEWIS: Thank you for those 1

comments, Al. 2

We are now going to welcome to the stage 3

Matthew Lee. Matthew, can you turn on your video and 4

come off mute? 5

MR. LEE: Sure. 6

MS. BANTA-LEWIS: Wonderful. 7

MR. LEE: Thanks a lot. I’m Matthew Lee. 8

Sorry if it’s echo. I’m not sure why that is taking 9

place. I don’t know if you guys can fix it. Anyway, on 10

behalf of Fair Financial Watch, Inner-City Press, this 11

is in opposition to the merger. We’ve looked at the 12

data of both institutions and found a number of 13

disparities that we think you should take a look at. 14

Just, for example, here in New York State, 15

U.S. Bank in 2020, the most recent year for which the 16

data is available, made only 26 mortgage loans to 17

African-Americans and denied 66. That’s about, you know 18

-- you can see the ratio. 19

It made 842 loans to Whites and many fewer 20

denials, 567. We’ve identified similar disparities in 21

Florida, Michigan and elsewhere. Mitsubishi UFJ 22

Financial Group, we found similar disparities. I want 23

to make -- there is one thing I think you haven’t heard, 24

at least in the part of the hearing that I’ve been 25

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listening to. 1

And it’s a very timely issue, and it’s one 2

that I think is relevant under both the managerial and 3

financial factor, the Bank Holding Company Act and 4

otherwise. You’ll find, unless they’ve, in the last 20 5

minutes, scrubbed it off their website, you’ll find on 6

Mitsubishi UFJ Financial Group’s website not only a 7

disclosure but, in essence, bragging that they continue 8

to be present in and do business in Russia amid the 9

slaughter in Ukraine. 10

Now, you might say this goes beyond the -- the 11

factors that you are to consider for the Bank Merger Act 12

and the Bank Holding Company Act. But I disagree. I 13

think that you’ll -- you’ve seen, number one, as a 14

policy matter, clearly you’ve seen de-SWIFTed. But I 15

think as a matter of your analysis of the two 16

institutions at issue here and on other -- on other 17

applications coming your way, for example, Toronto, 18

Dominion and others. I think the Federal Reserve Board, 19

as a matter of managerial issues and financial issues, 20

we found similar issues at Citigroup and HSBC -- needs 21

to inquire into this, not as a matter of politics or 22

morality or human rights but as a matter of doing your 23

job under the financial and managerial factors. I feel 24

the same way on -- I’ve noticed -- I’m sort of going 25

Page 105

impromptu here, but the Fed has taken to basically 1

looking at disparities on -- data and saying, well, the 2

data is accurate, but it doesn’t really prove anything. 3

Well, it’s your job to dig a little deeper 4

when that happens. It’s not a popularity contest. It’s 5

a matter of these laws are meant to protect these 6

communities. I feel that the -- with the Board, with 7

two new governors nominated, it may be time on this 8

application, on other ones coming down, to wait for them 9

to be confirmed. 10

And when specifically -- because you may not 11

hear it elsewhere. You’ve heard about branch closings. 12

You’ve heard about disparities. You’ve heard praise of 13

some perfectly fine bank programs. But I encourage you 14

to take specific notice and inquire into banks who 15

continue to do business in Russia and the financial, 16

managerial and moral impact on the banks you supervise. 17

Thanks a lot. 18

MS. BANTA-LEWIS: Thank you for those 19

comments, Matthew. 20

I would now like to welcome to the stage 21

Kenneth Thomas. Ken, are you able to turn on your 22

camera and come off mute? 23

MR. THOMAS: Yes. Good afternoon. I’m Ken 24

Thomas, author of the CRA Handbook. I’ve taught finance 25

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at Wharton for over 40 years, although Minneapolis 1

President Neel Kashkari was not one of my students. 2

I’ve served on the board of financial institutions for 3

decades. I’ve consulted with banks as well as community 4

groups and federal bank regulators, and I’ve had the 5

honor to know and work with Senator Proxmire, the father 6

of CRA, who endorsed the CRA Handbook, the only one he 7

ever made. 8

However, my comments today represent my 9

personal views and not those of any university, 10

financial institution or other organization that I am or 11

previously had been associated with. When I was asked 12

whether I supported or opposed this merger, I responded 13

“other.” With all due respect to the Fed, it’s never 14

met a merger it doesn’t like. 15

If I was forced to choose, I would support 16

this merger on the condition that the Fed and the OCC 17

required the resultant bank to publish on its website 18

each and every financial and other detail of the 19

proposed $100 billion five-year CBA. This would include 20

annual updates and all correspondence with regulators 21

and impacted community groups rather than a brief online 22

summary. There must be a public accounting of how the 23

$100 billion is being allocated, including all direct 24

and indirect benefits to all community groups and 25

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coalitions. 1

This is presently not the case and is a 2

serious public policy problem. This is because these 3

CBAs are really de facto conditions of approval, whereby 4

the opposing community groups support the merger. The 5

Fed has correctly stated that CBAs are not required by 6

CRA or any other law. 7

The BHC and BMA require mergers meet the 8

convenience and needs of the community. But how do we 9

know if the public interest is being met when all the 10

details of these CBAs that allow these mergers to 11

proceed are confidential? This is especially the case 12

when these mega-merger banks have outdated CRA exams. 13

U.S. Bank’s last PE is from 2017, nearly 5 14

years old. The only CRA information we get during the 15

interim other than required annual lending data, is what 16

the PR flacks decide to release. Community coalitions 17

should likewise publish the annual updates and all 18

details and correspondence with the subject banks and 19

regulators on all previous CBAs totaling nearly a half 20

trillion dollars, rather than the brief summary of them 21

they now release. These confidential CBAs and updates 22

frustrated my recent CRA performance of a big California 23

bank. Although CRC published its CBA with them, it did 24

not publish the annual updates and was not able to 25

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provide them. 1

The bank likewise refused on multiple requests 2

to provide them, as did the regional director of the San 3

Francisco FDIC. This is unacceptable and not in the 4

public interest. In summary, this merger should not be 5

approved unless there is full disclosure of all 6

financial and other details of the proposed CBA as 7

previously described. This concludes my remarks. Thank 8

you. 9

MS. BANTA-LEWIS: Thank you for those 10

comments. 11

I would now like to welcome to the stage 12

Michael Gosman. Michael, are you able to turn on your 13

camera and come off mute? 14

MR. GOSMAN: I’m -- 15

MS. BANTA-LEWIS: Michael, are you able to 16

turn on your camera? There you go. Wonderful. You may 17

begin. 18

MR. GOSMAN: Good afternoon. I am the CEO of 19

ACTS Housing, a home ownership nonprofit that has helped 20

more than 3,000 families purchase homes in Milwaukee, 21

Wisconsin over the past 26 years. Our clients are 22

greater than 80 percent Black, indigenous people of 23

color, and 90 percent of them earn less than 80 percent 24

of our county median income. 25

Page 109

I’m not knowledgeable about the calculus that 1

determines whether to approve a bank merger. However, 2

having led ACTS Housing for nearly a decade, I am 3

knowledgeable about what things a financial institution 4

can do to invest in and support low-to-moderate-income 5

communities and communities of color when it comes to 6

home ownership. 7

We look for financial institutions to do three 8

things, provide volunteers, donate funds and provide 9

accessible and attractive mortgage products. In all 10

three areas, U.S. Bank has been a leader volunteering. 11

We have consistently had a U.S. Bank representative on 12

our board of directors, one of our committees or both. 13

And those individuals have always brought with them the 14

support of the bank and delivered significant value. 15

Donations. U.S. Bank has made donation 16

commitments of more than a half a million dollars to 17

ACTS Housing over the last 10 years with 70 percent of 18

those commitments occurring over the last two years. In 19

mortgage lending, U.S. Bank’s American Dream mortgage 20

lending product is accessible and attractive to the 21

families we serve. We have nine families in the last 22

year who have or will shortly close on mortgages using 23

U.S. Bank financing, more than 75 percent of whom are 24

Black families. 25

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I hope this report of the positive impact U.S. 1

Bank is making in the Wisconsin market is helpful to you 2

as you consider whether to approve the merger. Thanks 3

so much. 4

MS. BANTA-LEWIS: Thank you for those 5

comments. 6

I would now like to welcome to the stage 7

Brenda Rodriguez. Brenda, if you could turn on your 8

camera and come off mute -- Brenda, there we go. 9

MS. CAMPBELL: Yes. This is Brenda Campbell, 10

and I’m supposed to be in the next segment, but would 11

you like me to make my statement now? 12

MS. BANTA-LEWIS: Sure. You may begin. 13

MS. CAMPBELL: Okay. Good afternoon and thank 14

you to the presiding officers and panelists for this 15

opportunity to provide this statement in support of the 16

U.S. Bank acquisition of MUFG Union Bank. I am Brenda 17

Campbell, President and CEO of SecureFutures. We are a 18

Milwaukee-based nonprofit dedicated to empowering teens 19

with financial education and coaching. We provided this 20

programming to more than 90,000 students over the past 21

15 years. This acquisition will allow U.S. Bank to 22

expand its impact and contributions in a new region of 23

the country and ensure more consumers can make real 24

financial progress and overcome barriers. 25

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Our longstanding partnership with U.S. Bank 1

has been critical to our success, and the resulting 2

impact in the communities we serve is significant. U.S. 3

Bank has provided philanthropic support and served as a 4

key sponsor of our annual investment conference over the 5

past 14 years. Through this support, U.S. Bank has 6

empowered thousands of high school students with the 7

financial education and coaching they need to build true 8

financial capability, secure their futures and become 9

productive members of the communities where they live 10

and work. 11

Close to half of the students we serve are 12

from families with a lower socioeconomic status. U.S. 13

Bank executives and team members have served and 14

continue to serve on the SecureFutures advisory council 15

and board of directors and as committee members and 16

classroom volunteers delivering financial education and 17

coaching to the teens we serve. This willingness to 18

devote time, talent and leadership is indicative of the 19

level of dedication to the community from the U.S. Bank 20

team. We’re excited at the prospect of U.S. Bank 21

bringing the same level of support, expertise and 22

positive impact to the individuals and organizations in 23

other areas around the country. U.S. Bank’s leadership 24

and partnership has been extremely valuable, and this 25

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acquisition will allow U.S. Bank to expand this 1

important work even further. Thank you. 2

MS. BANTA-LEWIS: Thank you for those 3

comments. 4

I’d now like to welcome Brenda Rodriguez to 5

the stage. If you could come on camera and come off 6

mute -- Brenda Rodriguez, are you able to come on camera 7

and come off mute? 8

MS. GOLDBERG: Ms. Rodriguez, are you able to 9

come off mute and come on camera? If not, we can go 10

ahead to the next panelist, and we can come back to you. 11

Okay. I think we -- we should move on to the next 12

person. Thanks. 13

MS. BANTA-LEWIS: Okay. Our next panelist is 14

Ms. Fernea. 15

MS. GOLDBERG: Laura Fernea. 16

MS. FERNEA: Hello. My name is Laura Ann 17

Fernea, and I’m the executive director of the City 18

Heights Community Development Corporation in San Diego, 19

California. For 40 years, we worked to enhance the 20

quality of life in City Heights by working with our 21

community to create and sustain quality, affordable 22

housing, livable neighborhoods and foster economic 23

self-sufficiency. 24

U.S. Bank and Union Bank are both longtime 25

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funding partners of ours, and we are very grateful for 1

their partnership and their investment in City Heights 2

over the last -- most of the last 17 years. In 3

particular, they have funded our operations and our 4

small business programming and have supported us by 5

being on our board at times. 6

City Heights is a community in San Diego of 16 7

neighborhoods with an estimated population of 100,000 8

people. It’s one of the most diverse communities in the 9

United States with over 52 languages spoken. As one of 10

the top United Nations refugee sites in the country, for 11

many years, we have a wealth of cultures and assets 12

which we must protect and support. 13

City Heights is also a very densely populated 14

community and one of the lowest income areas in 15

California with 77 percent renters and an average annual 16

income of $40,000 for a family of four. City Heights is 17

a perfect example of the negative effects of redlining 18

and the ghettoization of poor families to the same 19

neighborhoods that has happened and continues to happen 20

all over the U.S. 21

The current lack of affordable housing is a 22

direct result of low housing supply, population growth 23

and the encroachment of higher income residents who are 24

looking for housing and moving into the area. This 25

Page 114

shortage of housing has caused a 29.3 percent rent 1

increase in the last year. Most low-income families 2

were struggling to survive before the pandemic. 3

And the almost 30 percent rent increase has 4

driven many to the streets and to sharing garages, 5

living in cars and apartments with two to three other 6

families to have some kind of shelter. This is the 7

context in which I speak to you today. We are very 8

afraid that the merger will decrease the resources that 9

these two banks were already providing to the community 10

and organizations like ours. 11

City Heights is the type of community that 12

needs significant increases in investment through 13

accessible loans, education and grants, not a reduction 14

of resources and services. We would be happy to support 15

the merger if it means, one, that the U.S. Bank 16

community benefit plan includes a significant commitment 17

to increasing CRA funding in our community and 18

surpassing the commitment currently by both banks in 19

each of the low-income areas of the country where U.S. 20

and Union Bank are active. 21

Two, that the U.S. Bank community benefit plan 22

demonstrate clear, equitable public benefit coming from 23

the merger and, three, that U.S. Bank will specify and 24

guarantee the amounts of their community investment 25

Page 115

before the merger takes place. Thank you for taking the 1

time to listen to me and consider our concerns. Thanks. 2

MS. BANTA-LEWIS: Thank you for those 3

comments. 4

We will now move on to Jorge Franco. Jorge, 5

if you could turn on your camera and come off mute -- 6

MR. FRANCO: Thank you very much. My camera 7

is on. Can you see me? 8

MS. BANTA-LEWIS: Wonderful. Yup. You may 9

begin. 10

MR. FRANCO: Thank you. I am cochair and 11

chief executive of the U.S. Economic and Workforce 12

Leadership Coalition based at 1455 Pennsylvania Avenue 13

in Washington, D.C. Thank you, panelists, members of 14

the Federal Reserve and the OCC for this opportunity. 15

We represent the interests of 91 million living in LMI 16

communities nationwide. Our mission and focus is LMI 17

upward mobility demonstrated via increases in annual 18

income. Advances in technology, institutional finance 19

and outstanding job market demand mean that, for the 20

first time in the history of the American economy, there 21

is an opportunity to facilitate LMI upward mobility more 22

than ever before. As to some of the earlier comments 23

about presentations by recipients of funding from U.S. 24

Bank, we receive absolutely no funding today, yet we 25

Page 116

speak here in support of this merger. 1

While there are many factors that are behind 2

-- and I’m sure you’re expert in those factors that 3

determine whether or not a merger should be approved, 4

the true mark of an organization is found in their 5

leader. Andy Cecere, an outstanding, strong leader, 6

including LMI leadership. We need only look at his 7

history, not while a merger is underway but independent 8

of any merger. 9

For example, Andy’s LMI housing and social 10

services leadership and role in his own backyard tells a 11

compelling story regarding his leadership in a $100 12

million campaign for the Dorothy Day Center for the 13

benefit of LMI housing and LMI social services. 14

However, with the success of U.S. Bank leading to this 15

merger comes additional opportunity for the nation’s LMI 16

communities. Over 10 years, a $1.65 billion 12 CFR Part 17

24 community investment could help educate, train, place 18

and retain into upward mobility 25 million in the LMI 19

workforce and repaid by employers through 17,000 LMI 20

service providers available today. As communicated 21

directly with the Fed chairman, Jay Powell, and Governor 22

Brainard, the Federal Reserve can help drive LMI 23

pandemic recovery private funding throughout LMI 24

communities nationwide. The Fed discount window is an 25

Page 117

example of an available resource to help expedite and 1

drive $365 billion leveraged off that $1.65 billion in 2

CRA qualified community development debt funding, again, 3

repaid by employers. This is a great opportunity, and 4

we look forward to working with U.S. Bank to help drive 5

private sector-funded, market-driven LMI pandemic 6

recovery. Thank you again for this opportunity. 7

MS. BANTA-LEWIS: Thank you for those 8

comments. 9

GROUP 5 10

MS. BANTA-LEWIS: We will now move into Group 11

5, which will begin with Parisa Esmaili. Ms. Esmaili, 12

if you could turn on your camera and come off mute -- 13

MS. ESMAILI: Hello, and thank you to the 14

Board of Governors and the OCC for the opportunity to 15

speak. My name is Parisa Esmaili, and I am the 16

executive director of Community Financial Resources, a 17

national nonprofit providing pathways to financial 18

well-being for low-income, low-wealth individuals. I am 19

here today to voice my support for the merger between 20

U.S. Bank and Union Bank. CFR has been in partnership 21

with U.S. Bank since 2011 to ensure people have access 22

to a safe, reliable and affordable transaction account 23

based on U.S. Bank’s prepaid debit card platform. To 24

date, we have established over 50,000 accounts through 25

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our relationship with U.S. Bank. 1

The accounts that we provide can be used as 2

ongoing transaction accounts that have no minimum 3

balance requirement, no monthly maintenance fees, no 4

overdraft fees, no check system or credit check 5

requirements, free ATM access and a free link savings 6

account. You can also be as young as 14 and receive the 7

card without a custodial signature. 8

Over the last 10-plus years, no other product 9

on the market provided these extremely valuable features 10

so needed by low-income families. We believe that other 11

banks should look to U.S. Bank’s relationship with CFR 12

as an example of how to support individuals who are 13

either un- or more commonly underbanked in America. 14

Through our partnership with U.S. Bank, CFR is 15

able to provide enrollment access to the Focus Card, the 16

U.S. Bank product we use, to our partners across the 17

country from traditional CBOs, workforce development 18

agencies, social enterprises, organizations running 19

VITA, the Volunteer Income Tax Assistance Program, 20

guaranteed income pilots and more. 21

Not only do these accounts have little to no 22

barriers to receive because of the reasons I mentioned 23

but also because a person can enroll and receive the 24

account number in less than 60 seconds. Our VITA 25

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program is a powerful example of how we utilize the 1

Focus Card and its importance in our work. 2

CFR was the first nonprofit to offer a general 3

purpose reloadable prepaid debit card at VITA sites. 4

Our Focus Card ensures that people can take advantage of 5

the safety and convenience of direct deposit for their 6

refund. This is the first step towards building a 7

safety net savings. When we began our work with VITA 8

sites more than 10 years ago, roughly 30 percent of tax 9

filers took advantage of direct deposit. 10

Today, more than 70 percent of tax filers opt 11

in to direct deposit. Tax refunds through direct 12

deposit became even more crucial at the height of the 13

pandemic when the economic impacts payments were -- 14

became facilitated through the IRS. For our users, 15

folks received their stimulus payment within the first 16

two weeks of those funds being dispersed. 17

Last year, over 5,000 people received more 18

than $15 million in their tax returns, stimulus funds 19

and the monthly child tax credit payments. We are 20

grateful and proud of the long-standing relationship 21

that we have with U.S. Bank. They have diligently 22

worked with our organization to improve their product 23

and how it can be efficiently and effectively delivered 24

to people who often face barriers to banking. 25

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We hope that this merger will broaden U.S. 1

Bank’s outreach to more communities and deepen their 2

commitment to supporting those on their pathway towards 3

financial well-being. Thank you. 4

MS. BANTA-LEWIS: Thank you for those 5

comments. 6

I’d now like to welcome to the stage Ms. 7

Rodriguez. Ms. Rodriguez, if you could turn on your 8

camera and come off mute -- 9

MS. RODRIGUEZ: Good morning, everyone. It’s 10

still morning here in California. My name is Brenda 11

Rodriguez. I’m the executive director of Affordable 12

Housing Clearinghouse, a 30-year nonprofit organization 13

where our vision is to create a small -- a future where 14

families live in stable, affordable housing. Our 15

affordable housing clearinghouse organization 16

collaborates with community stakeholders to provide 17

housing opportunities to very low, low and moderate 18

income populations. Over the last 10 years, Union Bank 19

has been a strong partner of ours, and we appreciate 20

their transparency in having a community benefits plan 21

to ensure that they are addressing the evolving needs of 22

affordable housing. And having that been the case, I 23

want to encourage U.S. Bank, as it moves forward with 24

this merger, to also produce a community benefits 25

Page 121

agreement that will benefit not just LMI households but 1

all people of color to ensure that they have access to 2

affordable housing. 3

We have not seen the same initiatives U.S. 4

Bank has -- Union Bank has offered in the past with U.S. 5

Bank, and we’d like to see them take the example that 6

Union Bank has set in the past, especially working in 7

the state of California, and those are my comments for 8

today. 9

MS. BANTA-LEWIS: Thank you for those 10

comments. 11

Now I would like to move on to Renee Sattiewhite. 12

You 13

could turn on your camera and come off mute. 14

MS. SATTIEWHITE: I’ve come off mute. I don’t 15

seem to be on camera. Can you hear me? 16

MS. BANTA-LEWIS: We can hear you. Sometimes 17

machines will have a button at the top of the screen. 18

There is something usually in front of the camera if you 19

can move that to the side. But if not, you can go ahead 20

and move forward with your comments. We can hear you. 21

MS. SATTIEWHITE: All right. Thank you so 22

much. Good afternoon. My name is Renee Sattiewhite, 23

and I’m the president and CEO of the African-American 24

Credit Union Coalition, also known as the AACUC. We were 25

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founded in 1999 as a 501(c)(3) organization dedicated to 1

increasing the strength of the national and global 2

credit union community through a focus on diversity, 3

equity and inclusion. 4

Our membership includes the most diverse set 5

of multicultural professionals and volunteers in the 6

credit union industry with participation from the 7

smallest to the largest credit unions in the country. 8

Finally, all 36 credit union leagues are members of AACUC 9

and support our mentoring and internship programs which 10

are unparalleled in our industry. 11

Today, I wanted to provide public testimony in 12

support of the proposal by U.S. Bancorp, Minneapolis, 13

Minnesota to acquire MUFG Union Bank. Across the 14

country, U.S. Bank has demonstrated a commitment to 15

preserving its branch locations and provides highly 16

personalized assistance to small business owners and 17

consumers. Our work with U.S. Bank and their Community 18

Development Corporation has been primarily focused on 19

the U.S. Bank access commitment. U.S. Bank is one of 20

the largest supporters of the AACUC commitment to change, 21

Credit Unions United Against Racism Initiative, which 22

implements transformative programs and technical 23

assistance for both community-based organizations and 24

MDIs. 25

Page 123

This type of direct funding, support from U.S. 1

Bank, is one of a variety of ways that are supporting 2

and preserving minority depository institutions and the 3

U.S. Bank access commitment, the bank’s long-term 4

approach to help build wealth while redefining how the 5

bank serves racially diverse communities and providing 6

more opportunities for diverse employees. 7

Credit unions and other MDIs are critical to 8

providing equitable access to capital for families, 9

businesses and communities nationwide. Together, we’re 10

exploring a variety of ways that U.S. Bank and AACUC can 11

support them in alignment with our joint focus on racial 12

equity and access to capital strategies. Additionally, 13

my staff at AACUC has been making a number of referrals 14

to the U.S. Bank innovation team, including major 15

projects seeking new market tax credits, Black-led 16

fintechs, challenger banks and de novo credit unions, 17

Black-led and Black-serving community-based 18

organizations. 19

Finally, it is an honor -- it is an honor of 20

-- value to have this collaboration with U.S. Bank for 21

creating real change and real impact in our communities. 22

Thank you for allowing AACUC to make this public 23

testimony in support of the proposed merger. 24

MS. BANTA-LEWIS: Thank you for those 25

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comments. 1

We would now like to welcome to the stage Ms. 2

Viek if you could turn on your camera and come off mute. 3

MS. VIEK: There we go. Can you hear me? 4

MS. BANTA-LEWIS: We can hear you, yes. 5

MS. VIEK: I’m trying to do the video. There 6

we go. Hi. All right. I thought I missed my chance. 7

I’m Claudia Viek, founder of the Invest in Women 8

Entrepreneurs Initiative, and I’ve been involved for 9

many years in community-based entrepreneurship 10

development. 11

For the last five years, I’ve served on Union 12

Bank’s Community Advisory Board, and I obtained deep 13

insights into the bank’s operations, values and their 14

CRA commitments. 15

So today, I’m not speaking for or against the 16

merger. Rather, I want to highlight some critical 17

features that must be incorporated if this merger is to 18

benefit Californians, particularly low- and moderate- 19

income communities. Since almost from the beginning of 20

my career in this field, Union Bank has been actively 21

engaged, often with a strong push from Greenlining and 22

CRC. The bank made long-term and significant dollar 23

commitments and created legacy programs that have 24

benefited thousands of women and emerging majority small 25

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businesses. 1

These legacy programs have been effective and 2

should be continued and expanded. So let me highlight a 3

few. First, special-purpose credit products for 4

targeting underserved businesses have become a national 5

model that other banks are now currently considering, as 6

Andrew Moss knows. Bank branches located in high 7

schools in Los Angeles provide career training and the 8

long-term commitments to technical assistance for 9

microbusinesses in rural regions were very special. 10

But I want to highlight particularly the more 11

recent program called WE CAN, Women Entrepreneurs, 12

Capacity-Building, Advocacy and Networks. It’s a 13

million-and-a-half-dollar commitment. It’s the only 14

bank-sponsored program in the U.S. that not just makes 15

grants to women’s business centers but also builds their 16

capacity to serve more women and amplify their impacts 17

in Sacramento and Washington, D.C. 18

With this support, women’s business centers 19

more than doubled their numbers served during the 20

pandemic. And the program is actually creating a 21

movement on behalf of women entrepreneurs. It’s -- it’s 22

really with a heavy heart I contemplate the loss of a 23

true partner bank. It’s my fervent hope that U.S. Bank 24

and you, the regulators, will ensure that these legacy 25

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programs and even more, the commitment to building 1

strong community partnerships will be not just continued 2

but enhanced by U.S. Bank. 3

There is great opportunity here to cultivate 4

underserved markets and strengthen communities. I 5

believe that Union Bank has provided the roadmap, and 6

U.S. Bank needs to use it as a condition for any merger 7

agreement. Thanks. Thank you for your time. 8

MS. BANTA-LEWIS: Thank you for those 9

comments. I’d now like to welcome Mr. Altman to the 10

stage. If you could turn on your camera and come off 11

mute -- 12

MR. ALTMAN: Hello. My name is Frank Altman, 13

and I am a cofounder and CEO of Community Reinvestment 14

Fund USA. We are a national community development 15

financial institution headquartered in Minneapolis, 16

Minnesota. And I speak in favor of the acquisition of 17

Union Bank by U.S. Bank. CRF was started about 34 years 18

ago, and right at the beginning of our activities, U.S. 19

Bank was there. U.S. Bank, over the years, has been an 20

investor in virtually every transaction that we’ve done. 21

We’ve been a major partner with U.S. Bank on new markets 22

tax credits, and other activities and really been able 23

to distribute capital throughout the United States to 24

businesses located in low- and moderate-income 25

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communities. 1

With U.S. Bank’s help and that of other 2

investors as well, CRF has delivered more than $3.5 3

billion in capital to businesses owned by low-income 4

people, particularly people of color as well as 5

businesses located in low-income communities in all 50 6

states and more than a thousand communities, many of 7

those communities in U.S. Bank’s footprint. 8

So I -- I speak from a long period of 9

partnership with this bank and have seen it in operation 10

across many different states and many different venues. 11

I also am pleased to be a member of the Community 12

Advisory Committee for U.S. Bank. And in that capacity, 13

I have been able to see the bank’s commitment to 14

inclusive finance, particularly after the tragedy of the 15

murder of George Floyd in our community and the 16

commitment that the bank has made, renewed commitment, 17

to increase its inclusive lending. 18

We have a number of partnerships with the 19

bank, not only financial but also in areas where we can 20

jointly serve disadvantaged businesses. The bank was 21

the first bank to sign up for delivering resources and 22

borrowers to our online platform called Connect 2 23

Capital, which has now distributed more than $200 24

million in relief loans through a marketplace of 25

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community development lenders across the country. And 1

U.S. Bank was a founding bank in that activity. 2

And finally, I want to talk about this bank’s 3

commitment. In 2008 when the market crashed, CRF owed 4

the bank almost $50 million. The bank didn’t put us out 5

of business. They worked with us and kept us alive for 6

another day where we’ve been able to serve thousands and 7

thousands of businesses. So I speak in favor of this 8

merger. Thank you very much for your time. 9

MS. BANTA-LEWIS: Thank you for those 10

comments. 11

I’d now like to welcome to the stage Mr. 12

Ungos. If you could turn on your camera and come off 13

mute -- 14

MR. UNGOS: Good afternoon, board of direct -- 15

Board of Governors. Can you hear me okay? 16

MS. BANTA-LEWIS: We can. Yup. 17

MR. UNGOS: Okay. My name is Jay Ungos, 18

program director, past president of the Asian Business 19

Association of Orange County. We were founded in 1992, 20

a nonprofit business, 501(c)(3) serving the Orange 21

County area. You know, we’re here. For over 30 years, 22

we’ve been a leader of community service in the Asian 23

community in Orange County. We’ve successfully 24

organized networking mixers, procurement events, 25

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outreach programs through the support of our members, 1

sponsors and community affiliates. 2

ABAOC events programs inspire and stimulate 3

small business owners, startups, entrepreneurs to grow 4

and prosper through the creation of new opportunities, 5

education networking and community participation. What 6

does that mean? I am a product of ABAOC. Sorry. I get 7

a little choked up. 8

U.S. Bank has been very committed to our 9

community, especially during COVID. It’s helped 10

businesses like myself be able to procure opportunities, 11

be able to get contracts. They’re -- they’re one of the 12

few banks that, you know, when they want to give us 13

support, they don’t want anything in return. Some other 14

banks, sponsors, they always want, like, what’s in it 15

for me. What type of accounts am I going to get out of 16

it? But U.S. Bank’s always been very passionate within 17

our community. And it’s really inspired me to really 18

continue this work together that we’re impacting small 19

business owners to really help them, you know, get the 20

education they need, get certified so then, that way, 21

they can have more procurement opportunities to be able 22

to help grow their businesses. We’re in full support of 23

this merger. We do a lot of work with U.S. Bank and 24

even Union Bank, so we’re very excited. We want to 25

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continue making impact within our community and to be 1

able to help the small businesses and our community 2

members here in the Orange County area. So I want to 3

thank you again for allowing me to speak today on behalf 4

of U.S. Bank. And we’re in full support of this. Thank 5

you. 6

MS. BANTA-LEWIS: Thank you for those 7

comments. 8

Now I would like to move on to Nathaniel Rhoton. 9

If you could turn on your camera and come off mute -- 10

MR. RHOTON: Good afternoon. I am Nathaniel 11

Rhoton, the CEO of one*n*ten, Inc. an Arizona-based 12

organization serving LGBTQ youth and young adults, ages 13

11 to 24, for the last 29 years. Over the last seven 14

years, U.S. Bank has been actively involved and truly a 15

part of the fabric of our programs providing funding, 16

lay leadership for the organization, volunteers. 17

We envision a world where all LGBTQ youth and 18

young adults are embraced for who they are, actively 19

engaged in their communities and empowered to lead. And 20

U.S. Bank helps us do just that. For that reason, I am 21

here today in support of the merger. 22

Through volunteer efforts, U.S. Bank has 23

supported and helped us grow our Promise of a New Day 24

workforce program. Through active service, they have 25

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taught critical skills such as financial literacy, 1

resume writing, interview skills and others preparing 2

our youth for gainful employment in livable-wage jobs 3

and careers. 4

U.S. Bank is as actively involved in our 5

community as a local bank but with the resources to 6

transform the lives we serve at one*n*ten. Due to this 7

track record of service and dedication to marginalized 8

communities across America, I fully support the proposed 9

merger having local -- knowing local communities will 10

benefit from this partnership. Thank you for your time 11

today. And I appreciate you supporting the merger. 12

MS. BANTA-LEWIS: Thank you for those 13

comments. 14

We’d now like to welcome Sharon 15

Smith-Akinsanya. If you could turn on your camera and 16

come off mute -- 17

MS. SMITH-AKINSANYA: I am off mute. 18

MS. BANTA-LEWIS: Wonderful. You may begin. 19

MS. SMITH-AKINSANYA: My name is Sharon 20

Smith-Akinsanya. I am the founder and CEO of the Rae 21

McKenzie Group. We’re a diversity, equity and inclusion 22

marketing firm based here in Minneapolis, Minnesota. I 23

have been a U.S. Bank customer since the 1990s. U.S. 24

Bank has always been there for me regarding the 25

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financial assistance I’ve needed both personally and for 1

my small business. 2

But I became even better acquainted with U.S. 3

Bank through my work as regional development director 4

for UNCF, United Negro College Fund. As the bank began 5

its relationship with UNCF, it was the C-suite officers 6

themselves that got involved. They did not delegate the 7

work. And then when I left UNCF in 2016 and relaunched 8

my small business, U.S. Bank was one of my first clients 9

on board. Our partnership began with ensuring that the 10

bank was casting a wide net when searching for talent of 11

color. 12

Since then, our work together has expanded to 13

include initiatives promoting and supporting Black-owned 14

businesses in the region, laser-focused on doing a 15

better job at providing (audio drops) to be a part of 16

the Inaugural Access Commitment Advisory Group. It’s 17

composed of Black business and community leaders. Now, 18

this group will advise U.S. Bank in fulfilling its 19

access commitment pledge aimed at increasing wealth in 20

the Black community. In my experience, U.S. Bank 21

leaders have demonstrated a willingness to expand their 22

personal experiences. I’ve had the pleasure of 23

consulting U.S. Bank leaders and have professional 24

relationships with several C-suite executives. My 25

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relationships with two CEOs, Andy Cecere and Richard 1

Davis, Chief Administrative Officer Kate Quinn, Vice 2

Chairman Tim Welsh and Twin Cities Market President Phil 3

Trier and their chief diversity officer, Greg 4

Cunningham, have been positive. 5

We’ve built a trusted space to ensure that 6

good intentions of primarily White executives result in 7

good execution for marginalized communities that the 8

bank seeks to serve. Through (sic) my interactions with 9

the C-Suite leaders are sometimes tense -- though they 10

are sometimes tense, we never lose sight of our joint 11

goal of diversifying the bank’s leadership. 12

As an advisor to executives, I engage in 13

discussions about how employees of color and customers 14

are impacted by traumatic community issues and how the 15

bank can support community during difficult times. U.S. 16

Bank has demonstrated its commitment by remaining in 17

Black communities when other institutions have closed or 18

avoided them altogether after George Floyd. 19

They continue to support and pour resources 20

into their branch in North Minneapolis and still 21

supports their branch and never left the branch in 22

Ferguson, Missouri, even after big companies left after 23

the killing of Michael Brown. I fully am in support of 24

this merger. Thank you for your time. 25

Page 134

MS. BANTA-LEWIS: Thank you for those 1

comments. 2

Now I would like to welcome to the stage Athena 3

Williams. If you could turn on your camera and come off 4

mute -- 5

MS. WILLIAMS: There we go. Greetings, 6

panelists. My name is Athena Williams, and thank you 7

for allowing me to present today. I am the executive 8

director of the Oak Park Regional Housing Center, which 9

is based in the Chicagoland community. We serve the LMI 10

communities of the Chicago’s West Side and the West 11

Suburban Cook County. 12

Our agency offers fair housing education, 13

homebuyer education, financial empowerment as well as 14

rental counseling. Our agency has been partners with 15

U.S. Bank for the past 10 years even though our agency 16

is a 50-year-old agency that has focused on eliminating 17

White flight and eliminating redlining. During our 18

10-year partnership with U.S. Bank, U.S. Bank has been a 19

very, very strong partner to help support all of the 20

initiatives that we serve. U.S. Bank has shown strong 21

leadership through volunteerism to help provide 22

education in all the areas of where we provide service. 23

U.S. Bank has been a great listener, whereas we have 24

reached out to U.S. Bank about certain products that we 25

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needed to really work with the clients that we serve. 1

Some of those products include the Small-Dollar Loan 2

Program that U.S. Bank has here in the Chicagoland area, 3

in addition to the secure credit card, which we often 4

refer many clients to our banking partners for that. 5

So at this time, I would like to show support 6

of this merger or acquisition of U.S. Bank -- I’m sorry 7

-- of Union Bank to U.S. Bank, and I would also like to 8

speak as a consumer because I am also a banker with U.S. 9

Bank, and I have to share that they offer exemplary 10

customer service. And I am sure that with this 11

acquisition that all of these great traits that U.S. 12

Bank have will roll over to this new acquisition that 13

takes place. So thank you for allowing me this time, 14

and I am done with my comments. 15

MS. BANTA-LEWIS: Thank you for those 16

comments. Now I would like to welcome to the stage Danny 17

Sherlock. Danny, if you could turn on your camera and 18

come off mute -- 19

MR. SHERLOCK: Thank you for the opportunity 20

to speak. My name is Danny Sherlock. I am president 21

and CEO of the Boys’ and Girls’ Clubs of Greater San 22

Diego. We serve children at 19 locations in San Diego 23

County. Seventy-three percent of these children live in 24

low-income households. I have been with this 25

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organization for 36 years. 1

During the past 22 years, U.S. Bank has 2

invested significant funding to empower youth to excel 3

in school, become good citizens and lead healthy, 4

productive lives. I would like to highlight two major 5

investments which U.S. Bank has made in our communities 6

of need. U.S. Bank participated in a partnership with 7

the San Diego Padres and McCarthy Builders which 8

resulted in the renovation of our 80-year-old clubhouse 9

in Logan Heights, which is the lowest income community 10

in San Diego. 11

Improvements included an upgraded gymnasium, 12

improved exterior landscaping, enhanced playgrounds and 13

recreation areas, renovation of an interior games room 14

and construction of a STEM lab. U.S. Bank also made a 15

generous contribution to our Healthy Lifestyles 16

Programs, which develop young people’s capacity to 17

engage in positive behaviors, to nurture their 18

well-being, set personal goals and grow into 19

self-sufficient adults. 20

While these financial contributions were 21

highly impactful, it is their corporate culture, which 22

encourages employee volunteerism, that has proven to be 23

especially meaningful. U.S. Bank recruited an executive 24

to serve on our board of directors for insight into 25

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our communities of need, and her contacts with thought 1

leaders in these communities has opened doors of 2

opportunity to expand and improve our services. 3

With their assistance, we are creating an 4

initiative for diversity, equity and inclusion. She has 5

also encouraged her colleagues to volunteer in our 6

organization. Teams from U.S. Bank have attended and 7

served food at club events such as facility dedications 8

and youth of the year parties. They have also collected 9

supplies for back-to-school campaigns. 10

We wish that all companies were as involved 11

and supportive as U.S. Bank, and we encourage your 12

support of the merger. Thank you for listening. 13

MS. BANTA-LEWIS: Thank you for those 14

comments. 15

GROUP 6 16

MS. BANTA-LEWIS: We’ll now move into Group 6. 17

Mark Stivers, if you could turn on your camera and come 18

off mute -- 19

MR. STIVERS: Hi. My name is Mark Stivers. 20

I’m with the California Housing Partnership. We are a 21

state-wide advocacy and technical assistance 22

organization working on affordable housing. California is 23

facing a record number of homeless and severely 24

cost-burden households. We need to build an additional 25

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1.2 million homes affordable to low-income households 1

over the next 10 years to meet our needs. And we have 2

161,000 individuals who are homeless in any given night. 3

California state leaders have stepped up to 4

provide additional resources, including additional state 5

low-income housing tax credits that have resulted in 6

more than doubling the production of affordable rental 7

homes over just the past two years. And this is still 8

not meeting the needs. Nonetheless, even with these 9

resources, there are barely enough investors for the 4 10

billion in federal and state low-income housing tax 11

credits that California allocates annually today. 12

We desperately need more private investment in 13

these credits if we wish to further increase affordable 14

housing production. Unless the combined bank makes a 15

firm public commitment to the contrary, this merger will 16

clearly decrease investment in affordable housing, both 17

through a reduction in aggregate low-income housing tax 18

credit investments as well as through a loss of Union 19

Bank’s competitive CRA loan rates and fees. This 20

reduction in housing credit investment and lending will 21

mean the California nonprofit housing providers will 22

receive significantly less in housing credit equity and 23

that state and local governments will have to make up 24

the difference. This impact on affordable housing 25

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production will be borne by low-income people who are 1

disproportionately of color in California. 2

How can this merger be determined to provide a 3

public benefit if support for affordable housing will 4

decrease and cost to nonprofit and state and local 5

governments will go up? We urge regulators to reject 6

this merger proposal unless U.S. Bank commits to a 7

strong community benefits agreement that is negotiated 8

with the community groups and includes a 50 percent 9

increase in both low-income housing tax credit and 10

affordable investments and affordable housing lending. 11

The agreement must also have adequate mechanisms in 12

place to ensure compliance. We thank you for your 13

consideration of these comments, and we urge you to 14

reject the merger until there is a community benefits 15

agreement. Thank you. 16

MS. BANTA-LEWIS: Thank you for your comments. 17

We’d now like to welcome Katie Lamont. If you could 18

turn on your camera and come off mute -- 19

MS. LAMONT: Hi. Good afternoon. I’m Katie 20

Lamont, senior director of housing development with 21

Tenderloin Neighborhood Development Corporation or TNDC. 22

I’m also a board member of the Nonprofit Housing 23

Association of Northern California. TNDC uses 24

low-income housing tax credits or LIHTC investments and 25

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affordable-housing construction debt to develop deeply 1

affordable housing. 2

Over 80 percent of the people that live in our 3

housing have incomes less than 20,000 per year and can 4

pay only very limited amounts in rent. We rely on tax 5

credit equity to build the housing and on rental and 6

operating subsidies to cover the gap between the cost to 7

operate high-quality housing and what tenants can afford 8

to pay. 9

We are also, first and foremost, a place-based 10

community developer. While we work throughout the city 11

of San Francisco to create and connect to opportunity, 12

we maintain a special relationship with the Tenderloin 13

neighborhood. It is critically important that the Fed 14

and OCC ensure that banks like U.S. Bank invest in 15

neighborhoods where people with limited incomes live and 16

that have historically suffered from lack of investment 17

like the Tenderloin. 18

At this moment, we are seeing that the 19

significant local dollars that the City of San Francisco 20

and the State of California have allocated to provide 21

homes and services for people with limited incomes and 22

people without homes are not sufficiently matched by 23

federal investments. In this environment, it is 24

critically important that we maximize the value of every 25

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low-income tax credit and secure the most favorable debt 1

terms in order to stretch these local and state 2

investments as far as possible. We need the merged bank 3

to increase its investment in this space by 50 percent. 4

We work with U.S. Bank today. They’re funding 5

one of our largest and most important reinvestments in 6

two Tenderloin supportive housing buildings that 7

together serve over 230 people living on extremely low 8

incomes. We know what U.S. Bank can do and what Union 9

Bank has done with its favorable debt terms and its tax 10

credit investments. And we know that the combined bank 11

can and must do even better. 12

We expect them to do so in service to the 13

communities like San Francisco where they make their 14

money. In closing, the Fed and the OCC must scrutinize 15

this application to ensure there is a clear, public 16

benefit established. And the only way to measure the 17

benefit and hold the combined bank accountable is with a 18

strong community benefits agreement. 19

In this merger, the state of California and 20

its people are hugely impacted since over 90 percent of 21

Union Bank’s deposits are in California, and Union Bank 22

has been a significant actor in the affordable housing 23

investment landscape. Please, the Fed and OCC must 24

condition any merger approval on compliance with a 25

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strong CBA. Thank you for your time. 1

MS. BANTA-LEWIS: Thank you for your comments. 2

We’ll now move on to Paul Ainger. If you 3

could turn on your camera and come off mute -- 4

MR. AINGER: Good afternoon. I am Paul 5

Ainger. I am a member of the Sacramento Housing 6

Alliance Board of Directors as well as the California 7

Reinvestment Coalition Board of Directors. But I am 8

here mostly as a recently retired affordable housing 9

developer in the nonprofit sector. It’s no secret there 10

is a chronic shortage of affordable housing in 11

California, particularly for the low-income, very low 12

income and extremely low-income families. 13

Over the past 32 years, I’ve been involved in 14

developing affordable housing for these low-income 15

groups, mostly rental housing. And over the past 20 16

years, I’ve worked with Union Bank and, to a lesser 17

extent, U.S. Bank in affordable housing finance. Both 18

banks are active in both lending and investing in these 19

deals. 20

Both have competed for my deals, which 21

increased the stock of affordable housing for low-income 22

folks. But the OCC and Federal Reserve need to know 23

this. Bank consolidation is bad for affordable housing 24

finance. It reduces competition, which ultimately leads 25

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to less, not more, affordable housing. 1

This acquisition is the poster child for a 2

deal that reduces competition in the affordable housing 3

finance industry, particularly in California. CRC 4

proposes that U.S. Bank agreed to increase affordable 5

housing financing by at least 30 percent per year, but 6

I, as a mitigation measure, in a -- in a community -- in 7

a CBA, I -- but I agree with Mark Stiver and Katie 8

Lamont that we really need a 50 percent increase by the 9

combined bank. 10

I believe this commitment is -- is essential 11

to ensure that there is community benefit from this 12

acquisition. Otherwise, the Fed and the OCC should 13

oppose this acquisition, said it would result in less -- 14

in the production of less, not more, affordable housing. 15

Thank you. 16

MS. BANTA-LEWIS: Thank you for your comments. 17

We’ll now move on to Ms. Sen. Ms. Sen, we’re having 18

issues getting your camera to turn on, but we have 19

unmuted you. 20

MS. SEN: Yes, hi. Yeah, hi. This is Rabeya 21

Sen. I am the director of policy for Esperanza 22

Community Housing, an affordable housing provider in 23

South Los Angeles. We oppose this merger. Esperanza’s 24

mission is to achieve long-term comprehensive 25

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community-led and community benefiting equitable 1

development. 2

We recognize that South LA’s communities are 3

disproportionately impacted by systemic inequities that 4

not just ignore them but that have also treated them as 5

sacrificed zones subject to a long history of racist 6

redlining practices whose impact still reverberates 7

today throughout the city. The result is devastating. 8

We lived in -- we live in a highly segregated landscape 9

where access to land and capital is still seen as out of 10

reach for so many in our communities, where serial 11

disinvestment, then followed by unbridled private equity 12

investment in these same neighborhoods have continued to 13

lead to the demolition of highly affordable housing, 14

skyrocketing rents, increased displacement and an 15

increased rate of homelessness. 16

A snapshot of the challenges facing South LA, 17

while the majority of the -- of -- of the city’s 18

residents, about 73 percent, are rent-burdened, the fact 19

is that Black and Latino communities represent a much 20

higher proportion of this, shelling out more than 50 to 21

60 percent of their income. Black home ownership rates 22

is just around 21 percent, as opposed to that for 23

Whites. South LA continues to experience the highest 24

rates of homelessness year after year, showing an 25

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increase of more than 70 percent in the last count. And 1

prior to the pandemic, Black and Latino residents in 2

South LA were the ones disproportionately targeted by 3

landlords for illegal lockouts and evictions. 4

And while, during this pandemic, we have some 5

eviction protections in place, once those expire, we are 6

facing an eviction tsunami. The city itself needs at 7

least 500,000 affordable housing units to meet the need, 8

especially at the deepest affordability levels. So this 9

is why we’re a mission-based affordable housing 10

provider. 11

We recognize that housing is a health and 12

human right and not something to be commodified and 13

gambled away on the unregulated, speculative market. We 14

cannot afford any risk that the little progress we’ve 15

made is now going to be erased. We need partners who, 16

at the very least, will do no harm. We need partnering 17

financial institutions who understand and work to meet 18

the community’s credit needs to prevent displacement and 19

stabilize the neighborhoods, not tear it apart. 20

We need partners who will help increase the 21

stock of affordable housing, not rubber-stamped Wall 22

Street-driven bank mergers that will only serve to 23

decrease and destabilize our neighborhoods. While we 24

appreciate U.S. Bank’s partnership, the fact is that we 25

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have no assurance that that kind of relationship will 1

continue or that we will not now have one less lender in 2

the community. 3

This, by the way, is just the baseline. We 4

need so much more. We need U.S. Bank to be a 5

responsible partner, not harm our communities. So we 6

urge you to reject this until you can ensure that a 7

clear public benefit is established through the 8

enactment of a strong community benefits agreement. 9

Thank you. 10

MS. BANTA-LEWIS: Thank you for those 11

comments. 12

We’ll now move on to Johanna Torres. Johanna 13

Torres, if you could turn on your camera and come off 14

mute -- 15

MS. TORRES: Hello. Can you hear me? 16

MS. BANTA-LEWIS: We can. You may begin. 17

MS. TORRES: My name is Johanna Torres. I’m a 18

community advocate from California Rural Legal 19

Assistance under the Fair Housing and Foreclosure 20

Prevention Program. I work out of the Madera regional 21

office, which is located in the Central Valley of 22

California. And today, we join California Reinvestment 23

Coalition in strongly opposing the merger. In my 24

professional capacity, I have witnessed U.S. Bank 25

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foreclose on struggling homeowners. It has also been my 1

experience that mortgage services that work with Legal 2

Aids and other housing nonprofit agencies help prevent 3

foreclosure at a higher rate, which U.S. Bank does not 4

do. 5

For that reason, I continue to urge U.S. Bank 6

to commit to working with housing nonprofit experts to 7

help distressed borrowers prior to proceeding with 8

foreclosure, especially for those borrowers who U.S. 9

Bank has had no contact with. Something so simple as 10

having an escalation contact with U.S. Bank can help 11

stabilize our communities and prevent further 12

homelessness in the midst of this housing crisis. 13

Also, we continue to thank U.S. Bank for 14

participating in California’s Housing Assistance Fund 15

Program. As you all may be aware, there are one too 16

many homeowners in -- foreclosure status due to the 17

ongoing pandemic. For that reason, participating in the 18

program is not enough. U.S. Bank should commit to 19

pausing the foreclosure status when borrowers have 20

pending homeowner assistance fund program applications. 21

We also ask that U.S. Bank considers adding the 22

forbearance amounts to the back end of the loans for 23

loans not insured under the government, and the 24

modifications are offered to borrowers who cannot afford 25

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their current payment. This is the bare minimum this 1

distressed borrowers deserve. It is not their fault 2

that the ongoing pandemic prevented them from meeting 3

their obligations. In my personal capacity, I’d like to 4

share that I bank with Union Bank. There are very few 5

branches in our region of the Central Valley. 6

I asked for the opinion of this merger from 7

the local branch staff. They did not know about the 8

merger and felt uneasy about the lack of transparency. 9

I ask that the agreement commence to not closing any of 10

the few local branches we have in our rural California 11

communities. We have been greatly impacted by other big 12

bank exodus since the pandemic started. 13

Closing any branch would continue to harm our 14

community, our most disadvantaged communities. As the 15

in-support comments have attested, the banks are capable 16

of committing to these simple acts that demonstrate the 17

merger will keep the community’s best interest in mind. 18

Without a strong commitment, we will continue to 19

strongly oppose the merger and respectfully ask that the 20

Federal Reserve and OCC do as well. Thank you. 21

MS. BANTA-LEWIS: Thank you for those 22

comments. 23

GROUP 7 24

MS. BANTA-LEWIS: We’ll now move into Group 7. 25

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First up, we’ve got Nicholas Williams. Nicholas 1

Williams, if you could turn on your camera and come off 2

mute -- 3

MR. WILLIAMS: Hello. My name is Nick 4

Williams, and I’m the CFO at the Albuquerque Community 5

Foundation. I am joining today in support of U.S. 6

Bank’s proposed merger with Union Bank. The Albuquerque 7

Community Foundation is a funding nonprofit supporting 8

nonprofits throughout the greater Albuquerque area. We 9

just celebrated our 40th anniversary serving our 10

community. 11

The foundation has had a long-standing 12

relationship with U.S. Bank since it entered the 13

Albuquerque market. U.S. Bank serves as the custodian 14

for the foundation’s endowment as well as holds our 15

checking and corporate credit card accounts. We have 16

been very pleased with their level of support and 17

customer service. 18

But more importantly, U.S. Bank has been a 19

strong community supporter since they entered the 20

Albuquerque market. They have been a corporate partner 21

with the foundation for many years, providing 22

significant resources for the most pressing needs in our 23

community. U.S. Bank has taken the lead on several 24

philanthropic initiatives in our community as a leader 25

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in the business community. U.S. Bank’s regional 1

president had served as a trustee for five years and is 2

an important member of our organization’s leadership and 3

volunteers through many organizations in the community. 4

We are proud to be partners with U.S. Bank in our 5

philanthropy and are proud to speak in support of them 6

today. Thank you. 7

MS. BANTA-LEWIS: Thank you for those 8

comments. 9

We’ll now move on to Louis King. If you could 10

turn on your camera and come off mute -- 11

MR. KING: Good afternoon, members of the 12

committee. I’m Louis King. I am the CEO of Summit 13

Academy OIC and president and CEO of Summit of IOC of 14

America, a network of 31 training organizations in 19 15

states across the United States. I’m also a former Army 16

officer for 10 years, attaining the rank of major. And 17

I do sit on the board of a small financial system 18

network. I am here today to speak in support of the 19

merger, primarily because of the people, the practices 20

and leadership of U.S. Bank in my experience. I have 21

worked with them now for two decades. And previously 22

with the leadership that’s on board now, we’ve launched 23

a GED campaign. We worked together on public safety 24

after the George Floyd incident and murder in 25

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Minneapolis. And we are currently developing a banker 1

mortgage loan officer program. We found out that less 2

than 1 percent of bank loan officers in this country are 3

Black. That speaks to who gets the loans. 4

Our main focus is increasing the incomes of 5

people. Here in Minneapolis, we double their income 6

from 20,000 to $40,000 a year in 20 weeks with no 7

out-of-pocket expenses. U.S. Bank has folks on our 8

board. They have been partners with us. I have 9

personal relationships with senior executives, and I’ve 10

watched them operate with integrity and also not simply 11

follow the band but to take stands during difficult 12

times and provide leadership. 13

I don’t just present myself as a grant 14

recipient. I’m a leader of this community. I follow 15

leadership. I develop leadership, and I have a great 16

deal of confidence in the integrity of the people 17

running this organization and their track record. Thank 18

you very much for the opportunity to present today. 19

MS. BANTA-LEWIS: Thank you for those 20

comments. I’d now like to welcome Holly Benson. If you 21

could turn on your camera and come off mute -- 22

MS. BENSON: Good afternoon. My name is Holly 23

Benson, and I am the chief operating officer at Abode 24

Communities. We are a Los Angeles-based nonprofit 25

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organization that designs, develops and operates 1

service-enriched affordable housing throughout 2

California. On behalf of Abode Communities, I’m here to 3

voice our support of U.S. Bank and its proposal to 4

acquire Union Bank and to also ask that the overall 5

investment in affordable housing be increased as a 6

result of this acquisition. 7

Abode Communities has been a trusted partner 8

of U.S. Bank for more than a decade. The bank’s support 9

of our organization and its mission has included the 10

production and rehabilitation of nearly 650 affordable 11

and supportive rental homes, resulting in more than $113 12

million in economic investment. Several members of the 13

bank have dedicated their skilled, strategic direction, 14

industry insight and personal passion and commitment to 15

our organization via volunteer service as board members. 16

Currently, Lisa Gutierrez, senior vice 17

president, U.S. Bancorp Community Development Corp., is 18

serving a three-year term. We love her. And then 19

finally, U.S. Bank has been a vital philanthropic 20

partner, having granted nearly $400,000 in philanthropic 21

funding to support our mission-critical resident 22

services program. Without their support, this program 23

could not be sustained. 24

All that said, Abode Communities has also had 25

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a very long-standing, positive relationship with Union 1

Bank, and they’ve been incredibly important partner in 2

providing much-needed investment in our work. So while 3

we do support this acquisition, given the dire need to 4

support affordable housing activities and especially in 5

California, we ask that there is not only no net loss 6

for affordable housing support but that this acquisition 7

results in an overall increase in the current combined 8

level of Union Bank and U.S. Bank’s lending, investment 9

as well as the charitable giving activities. Thanks for 10

your time and consideration. 11

MS. BANTA-LEWIS: Thank you for your comments. 12

Now I would like to welcome Dave Glaser. If you 13

could turn on your camera and come off mute -- 14

MR. GLASER: Thank you for the opportunity -- 15

opportunity to testify today. My name is Dave Glaser. 16

I’m the president of MoFi, a community development 17

financial institution that serves the Rocky Mountain 18

West. We do that with small business lending, down 19

payment assistance and new markets tax credits financing 20

to serve underserved communities in that region. I’m 21

speaking today in two parts, one, as the CEO of MoFi and 22

our long-standing relationship with U.S. Bank. We are 23

in support of the merger between U.S. Bank and Union 24

Bank. U.S. Bank is, without question, one of the most 25

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important partners in our work to serve underserved 1

communities in our region. And I believe wholeheartedly 2

that, with this merger, they would bring the same spirit 3

to the communities served in that region. 4

I’m also testifying today as a member of the 5

U.S. Bank Community Advisory Committee. I’ve been a 6

member now for three-and-a-half years. And I can tell 7

you that U.S. Bank and the leadership at U.S. Bank 8

actively encourage our participation. They ask 9

questions, and they want to continue to push to have 10

U.S. Bank be an incredible partner in communities across 11

the United States and engaging underserved communities 12

and providing responsible, flexible capital to those 13

communities. Thank you. 14

MS. BANTA-LEWIS: Thank you for those 15

comments. Now I would like to welcome Cecil Plummer. If 16

you could turn on your camera and come off mute -- 17

MR. PLUMMER: Hello. Can you hear me? 18

MS. BANTA-LEWIS: We can. 19

MR. PLUMMER: Thank you. Thank you, committee 20

members. My name is Cecil Plummer, President and CEO of 21

the Western Regional Minority Supplier Development 22

Council, one of the 23 regional councils for the 23

National Minority Supplier and Development Council and 24

also a member of the Community Advisory Council for the 25

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San Francisco Federal Reserve Bank. 1

In my experience, Union Bank’s level of 2

community involvement is unparalleled in the industry. 3

It’s one of the reasons that we support this merger. 4

The number of hours spent volunteering on nonprofit 5

boards mentoring minority business owners, providing 6

critical business training has had a significant and 7

unique impact on our region. 8

And that’s not just the people whose jobs it 9

is full-time to engage in such activities. Union Bank’s 10

executive level, C level and personnel have also engaged 11

personally and volunteering their hours and lending 12

their expertise. This is all in addition to 13

participating in and hosting events that connect 14

minority businesses with internal decision-makers for 15

contracting opportunities. We’ve seen millions and 16

millions of dollars of contracts being given to minority 17

suppliers being given the opportunity for minority 18

suppliers to compete in and win. And we’ve seen them 19

win. 20

These results are documented in annual reports 21

but also in the contracts that are actually won by the 22

minority business owners with other participating 23

corporations that Union Bank has shown leadership for. 24

The pandemic has shown us all the importance of small 25

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business to the overall health of the community and to 1

local communities in particular. The impact to 2

communities of color was particularly severe during the 3

pandemic and still is. 4

Support for diverse businesses is one of the 5

most significant investments a corporation can make for 6

communities of color. No community can thrive without a 7

healthy middle-class group of consumers, and since small 8

businesses play a more significant role in job creation 9

for people of color, it’s very important to have 10

corporations provide long-term sustainable support in 11

the form of education, training for small businesses 12

and, of course, the awarding of contracts. 13

Many of the social issues that underserved 14

communities suffer from disproportionately are most 15

effectively and sustainably addressed through the 16

support of small minority-owned businesses. Access to 17

housing, healthcare and higher education comes through 18

employment and the transfer of intergenerational wealth 19

that comes through entrepreneurship and property 20

ownership. According to Fidelity Investments, 88 21

percent of millionaires are entrepreneurs. Facilitating 22

the continued growth of minority business community is 23

essential in addressing income disparities in the 24

transfer of intergenerational wealth, which translates 25

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into access to fair credit. 1

Union Bank has demonstrated that it 2

understands the importance in investing in minority 3

communities and minority entrepreneurship and funding 4

organizations that deliver the programming necessary for 5

those communities to thrive. It is my hope that this 6

merger will be the beginning of an even greater impact 7

and an even greater legacy for minority communities. 8

Thank you. 9

MS. BANTA-LEWIS: Thank you for your comments. 10

We’d now like to welcome Les McCabe. If you 11

could turn on your camera and come off mute -- 12

MR. MCCABE: Hi. Hopefully they can see me 13

and hear me. 14

MS. BANTA-LEWIS: We can. You may begin. 15

MR. MCCABE: My name is Dr. Les McCabe. And 16

I’m the president and CEO of Junior Achievement of 17

Southern California. Thank you for this opportunity to 18

testify in support of the merger between U.S. Bank and 19

Union Bank. Junior Achievement is a 501(c)(3) nonprofit 20

organization that has worked with U.S. Bank for over 25 21

years and Union Bank for 32 years as partners in our 22

delivery of our educational programs in the areas of 23

financial literacy, entrepreneurship and career 24

readiness to pre-pandemic, over 58,000 K through 12 25

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low-to-moderate-income youth from underserved 1

communities. Over 70 percent of those students we serve 2

represent ethnic minorities. 3

Together, U.S. Bank and Union Bank account for 4

significant funding support to Junior Achievement each 5

year. Additionally, both Union Bank and U.S. Bank have 6

representatives on our board of directors. While our 7

programs rely on the financial support and volunteers 8

from both institutions, based on discussions I’ve had 9

with representative at both banks, Junior Achievement 10

does not foresee any impact of a merger on our ability 11

to provide important financial literacy lessons to 12

students in areas throughout Southern California where 13

both institutions currently have a presence. 14

U.S. Bank assures us of continued funding at 15

the amount currently received from both institutions and 16

the ongoing ability to source bank employees as 17

volunteers throughout the combined locations of both 18

Union and U.S. Banks throughout Southern California. 19

Given these commitments, Junior Achievement supports the 20

merger of U.S. Bank and Union Bank without reservation 21

and, in fact, we believe the consolidation of the two 22

banks will provide for a better, more seamless funding 23

and volunteer opportunities for the delivery of our K 24

through 12 programs throughout Southern California. 25

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It’s -- as such, it’s our position that the 1

merger will strengthen the impact of our programs on 2

low-to-moderate income students and, by extension, their 3

families we serve in the communities in which they 4

reside. Thank you for allowing me to provide this 5

testimony in support of the merger between U.S. Bank and 6

Union Bank. 7

MS. BANTA-LEWIS: Thank you for those 8

comments. 9

We’ll now move on to Don Wells. If you could 10

turn on your camera and come off mute -- 11

MR. WELLS: Good afternoon, everyone. My 12

comments are going to echo some of the other ones you’ve 13

heard from previous speakers who’ve had enduring 14

relationships with U.S. Bank. I’m the chief empowerment 15

officer for Just in Time for Foster Youth in San Diego. 16

We help young people who have aged out of the foster 17

care system at 18 who often leave foster care without 18

money, employment or any way to learn how to manage 19

money. They don’t have the support systems that exist 20

for their peers. And what we do is create a community 21

of volunteers that help these young people to have the 22

resources and relationships they need to thrive. And 23

part of that is all around financial literacy and -- and 24

having to deal with credit card debt, how to -- how to 25

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get out of that, how to start to look at money 1

differently so that they save and invest. 2

And we -- this community of caring volunteers, 3

we mobilized to fill a gap for these young people. It 4

is a vision that’s supported by U.S. Bank. For 10 5

years, they have been consistent partners with us. 6

Specifically, they’ve been instrumental in creating a 7

resource for young people leaving the foster care system 8

through financial empowerment services designed to 9

expose them to financial management skills, create a 10

durable, positive outlook on financial security and 11

prepare them for higher level savings, asset-building 12

and investing decisions with the support of a volunteer 13

asset advisor. 14

And while U.S. Bank has made financial -- 15

financial contributions to Just in Time, surpassing 16

$300,000, the support has been much more than financial. 17

This included volunteer engagement, workshop 18

facilitation, one-on-one mentoring advocacy, consistent 19

participation as board members and regular attendance at 20

our events where U.S. Bank employees personally engage 21

with our participants and become ambassadors for our 22

mission within the San Diego community. This dependable 23

source of significant financial and human investment has 24

allowed us to deliver essential resources, expand 25

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services, innovate new solutions to create greater 1

wealth equity for young people impacted by foster care. 2

This was true for about 1600 young people during the 3

height of the pandemic. And 80 percent of the young 4

people we serve are people of color. 5

When U.S. Bank showed philanthropic vision and 6

leadership by reaching out to us, asking what they could 7

do in making it possible to keep our doors open, 8

actually add to staff and actually expand our impact 9

during the pandemic -- in short, our experience has been 10

that U.S. Bank’s commitment to the well-being and growth 11

of the San Diego community is unparalleled within the 12

banking industry. 13

That history and our overwhelmingly positive 14

experience is why we enthusiastically support U.S. 15

Bank’s expansion. They have been extraordinary partners 16

for Just in Time in advancing our efforts to create a 17

consistent network -- support for young people leaving 18

the foster care system after in -- 18. Thank you for 19

allowing me to do this endorsement. And again, I echo 20

many of the people you’ve heard already who have 21

existing relationship with U.S. Bank. 22

MS. BANTA-LEWIS: Thank you for your comments. 23

We’d now like to welcome Carmen Castro. If 24

you could turn on your camera and come off mute -- 25

Page 162

MS. CASTRO: Good morning, everyone. 1

Actually, I’m in the Pacific side, so it’s good 2

afternoon for you. Thank you for this opportunity. I’m 3

Carmen Castro, executive director for the Hispanic 4

Metropolitan Chamber located in Portland, Oregon. 5

The Hispanic Metropolitan chamber serves both 6

the state of Oregon and Southwest Washington. We’re a 7

501(c)(3) organization. I am here to share our 8

experience with U.S. Bank for the past 28 years. In 9

1994, U.S. Bank helped us form our organization as a 10

founding member. Since then, U.S. Bank has served on 11

our board of directors to help guide us through 12

challenges over the years. 13

For over 28 years, U.S. Bank has provided 14

grants to the Hispanic Chamber to help us assist 15

low-income Hispanic microbusinesses start and grow their 16

businesses. And for the past couple years, survive the 17

pandemic. Over 55 percent of the business we assist are 18

female head-of-households that are supporting themselves 19

and their children. Ninety-five percent of the folks we 20

serve are Hispanic. The Hispanic Metropolitan Chamber’s 21

small business development program is a lifeline to the 22

population we serve, and the program provides bilingual 23

and bicultural technical assistance to Hispanic micro 24

and small businesses. This includes one-on-one sessions 25

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with our business advisors as well as monthly business 1

education workshops conducted in Spanish. 2

These past two years, the Hispanic Chamber has 3

focused on helping businesses keep their doors open. 4

This work has included disbursing small grants, 5

providing professional services like tax preparation, 6

bookkeeping and website building. The purpose of this 7

work has been to help businesses we serve access 8

financial resources and bridge the digital divide to 9

ensure they’re visible to potential customers. 10

To date, the Hispanic Chamber has served over 11

4,500 businesses. Just last year alone, we disbursed 12

$1.3 million in grants and professional services to the 13

community. U.S. Bank has been a small -- has been a 14

strong partner to Hispanic business and to the Hispanic 15

chambers, particular, all these years. The work we do 16

helps a community that has been long underserved. And 17

without the support of partners like U.S. Bank, it would 18

be that much harder to do. In essence, by supporting 19

our work, U.S. Bank has an important role in changing 20

the lives of our community for the better. This is why 21

we are here -- I am here today to support U.S. Bank. 22

Thank you so much for this opportunity. 23

MS. BANTA-LEWIS: Thank you for those 24

comments. 25

Page 164

Now I would like to move on to Alfred Osborne. 1

Turn on your camera and come off mute. 2

MR. OSBORNE: Thank you very much. By way of 3

introduction, my name is Alfred Osborne, and I’m a 4

senior associate dean and a professor at UCLA. And I 5

also serve as founder and faculty director of the Paul 6

(sic) and Pauline Price Center for Entrepreneurship, 7

called the Price Center. I also serve on MUFG’s Union 8

Bank CSR advisory board. 9

Today, I wish to note MUFG Union Bank’s 10

commitment and appreciation for the long-term value of 11

education and training programs for small businesses. 12

Union Bank’s commitment to training is not limited to 13

business in the supply chain. The bank is a strategic 14

partner with community organizations in an effort to 15

reach a larger group of businesses that might benefit 16

from business education. These partners include NABO 17

(phonetic), the Asian Business Association, the Hispanic 18

Chamber of Commerce that you just heard from, the 19

African-American Chamber of Commerce and many others, 20

including veterans’ organizations. Business owners from 21

these associations can receive scholarships to further 22

their business education by attending UCLA Anderson’s 23

Management Development Program for Minority and Women 24

Entrepreneurs conducted by the Price Center. 25

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The program, which I will not get into, is 1

strong and extensive. And some folks is passionate to 2

be essentially a mini-MBA. But if it wasn’t for MUFG 3

Union Bank’s philanthropy, we would not be able to have 4

the quality, nor the consistency of faculty and support 5

that we have continued to enjoy helping these owners 6

improve their ability to grow and create jobs in the 7

community. 8

Since inception, which started in 2002, more 9

than 1500 business owners have attended the MDE program. 10

While this is not the place to describe the program, 11

it’s a certificate program of great consequence. I will 12

provide written -- in my written material an appendix 13

which will describe what it is. So on behalf of the MDE 14

program and what the business owners says that 15

benefited, I am delighted to be able to support this 16

merger between two giants in our industry who have 17

sponsored and developed themselves through the merits of 18

community banking and particularly to education. And 19

sustaining these programs is vital to a sector that is 20

underrepresented typically where access is difficult. 21

And for that, a social responsibility of the banks will 22

not go unnoticed should this merger move forward. Thank 23

you for the opportunity to address you today. 24

MS. BANTA-LEWIS: Thank you for your comments. 25

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We’ll now hear from Joe Cavanaugh. If you could turn on 1

your camera and come off mute -- 2

MR. CAVANAUGH: Good afternoon here in 3

Minneapolis. My name is Joe Cavanaugh. I’m the CEO of 4

Youth Frontiers. And we’re a 35-year-old nonprofit, and 5

we’ve worked with over 2 million people, mostly young 6

people with a mission of inspiring and developing people 7

of character. And to that end, there are three pillars 8

that I would like to share with you as you gather 9

information from the community. 10

The first is relationship. One of the key 11

ways our organizational reputation has focused on 12

character is seen by the organizations and the people we 13

partner with. And we have been truly honored to have 14

partnered with and have had a relationship with U.S. 15

Bank for over two decades. 16

And this relationship has taken the form of 17

not only significant financial sponsorships of our 18

programming but also individual donations from U.S. Bank 19

employees. U.S. Bank and its employees together have 20

contributed close to a quarter of a million dollars, 21

which has directly impacted over 14,000 young people 22

throughout the Midwest. Some of the key U.S. Bank 23

leaders who have given their time beyond just financial 24

investments in critical volunteer roles are former board 25

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Chair Heather Teskey, helped guide us at a critical role 1

in our history. 2

Both Tim Welsh and Richard Davis have keynoted 3

our ethical leadership luncheons over the years, 4

involving hundreds and hundreds of community and 5

corporate leaders. Just this morning, we were fortunate 6

to have U.S. Bank employees participate in some of our 7

adult programming that we develop and provide the 8

community on training character-driven community 9

leaders. 10

To date, over 125 U.S. Bank employees have 11

been part of that. U.S. Bank has also helped us expand 12

throughout the Midwest with engagement in Milwaukee and 13

in the Omaha communities through their regional banks in 14

that -- in those areas. The second pillar is the 15

character of a bank. And as you probably know, 16

Ethisphere Institute has rated U.S. Bank for over seven 17

years one of the world’s most ethical companies. The 18

people at U.S. Bank are the way you can judge an 19

organization. 20

People like Reba Dominski, Ben Carpenter, 21

Katie Lawler, Greg Cunningham, many others, these are 22

the people you want as next-door neighbors. And lastly, 23

the last pillar is as a community citizen, U.S. Bank’s 24

commitment to community. Perhaps the most important 25

Page 168

thing for you to know is that how my peers like Louis 1

King in the nonprofit community see U.S. Bank. 2

Nonprofit CEOs and executive directors know better than 3

anyone when a corporate partner or a foundation sees us 4

as a transaction or a relationship. 5

U.S. Bank rises to the top, perhaps the very 6

top of partners who see us not as people to send money 7

to but as community resources to invest in to stand 8

side-by-side to create a stronger -- 9

MS. MURPHY: Mr. Cavanaugh -- 10

MR. CAVANAUGH: -- community for all. Thank 11

you. 12

MS. MURPHY: Sorry to interrupt, Mr. 13

Cavanaugh, but you are out of time. 14

MR. CAVANAUGH: Thank you. Thank you. Thank 15

you for your time and for listening to my thoughts. 16

MS. MURPHY: Thank you. And with that, I want 17

to thank all of the speakers from these last several 18

groups. We are going to take a lunch break until, I 19

believe -- let’s see -- make sure I get the right time 20

zone here -- until 3:25 p.m. Eastern time -- that’s 21

Eastern time. 22

And we would ask all the speakers who are 23

scheduled in Group 8 to join the Webex at 3:15 Eastern 24

time, 10 minutes before so that you have time to work 25

Page 169

through any technical issues. Again, we are now on a 1

lunch break until 3:25 Eastern time. That is 45 minutes 2

from now. Thank you very much. 3

(A luncheon recess was taken at 2:42 p.m. 4

Eastern.) 5

MR. OLSON: All right. Let me welcome everyone back 6

from our lunch break, and we are now going to resume the 7

public meeting. And we are starting with group number 8

8. 9

GROUP 8 10

MS. BANTA-LEWIS: Excellent. If we can 11

have Jonathan Zeichner turn on their camera and come off 12

mute. 13

MR. ZEICHNER: Good afternoon. 14

MS. BANTA-LEWIS: Wonderful. You may 15

begin your comments. 16

MR. ZEICHNER: Very good. Well, first of 17

all, I’d like to thank -- thank you for the opportunity 18

to testify today. My name is Jonathan Zeichner. I am 19

the chief executive officer for a mid-sized community- 20

based nonprofit organization in south central Los 21

Angeles called A Place Called Home, APCH.org. 22

I am not an expert in banking or mergers 23

and acquisitions. I will rely on the ethics watchdogs 24

to make sure that the institutions involved are adhering 25

Page 170

to all of the pertinent legislation and rules of the 1

road and -- including best practices with regards to 2

racial equity and fairness and economic opportunity, et 3

al, to the highest standards. 4

What I can speak to having interacted with 5

10 to 20 banks in my role running non-profits over the 6

past couple of decades and worked with them as sponsors, 7

underwriters, community partners, board members, et 8

cetera, is my experience with both U.S. Bank and Union 9

Bank and most specifically with the local U.S. Bank 10

team. 11

So first I’ll state that A Place Called 12

Home is serving 98 percent young people and families of 13

color living in a very tough neighborhood, struggling 14

with adverse conditions associated with poverty and 15

racial inequities and, and poor educational 16

opportunities, et cetera. 17

We provide opportunities in education, the 18

arts, mental health support, urban agriculture, and 19

pathways for young people in south central LA. Most are the 20

first in their families to get to go to college and obtain 21

good 21st Century jobs to achieve economic self 22

sufficiency. And over our 28 years, we’ve served close 23

to 20,000 young people and their families. 24

During the past decade or so, U.S. Bank 25

Page 171

has been a factor for us. We’ve had an executive 1

serving on our board during that time who has 2

contributed hundreds of hours of his time and some of 3

his resources as well. But the Bank, itself, has 4

also contributed several hundred thousand dollars and 5

lots of time in volunteer activities and engagement. 6

They’ve given us grants and sponsorships. They’ve 7

adopted families. They’ve provided financial literacy 8

classes. And they’ve been really consistent partners 9

for us in the community. 10

We have found their team to be DEI strong, 11

extremely attentive to our needs and actively engage and 12

interested in our mission and the community we serve, to 13

the point that they’ve even asked us for input about 14

where to locate a new branch in this underbanked 15

community. And their CEO has shown up to do financial 16

literacy classes. 17

So I think the bottom line for me is I can 18

tell the difference between kind of performative actions 19

and folks who really care about what we’re doing and 20

other non-profits as well. And U.S. Bank has shown up 21

that way. They also helped us negotiate and facilitate 22

23

MR. OLSON: Mr. Zeichner, I’m sorry to 24

interrupt you, but you are past time so we would ask if 25

Page 172

you could please conclude your remarks. 1

MR. ZEICHNER: Okay. Great. Well, I’ll 2

just conclude by saying that I -- they’ve been a 3

wonderful community partner for us and that’s my 4

testimony is that my experience with them has been 5

extremely positive. 6

MS. BANTA-LEWIS: Thank you for your 7

comments. We’ll now move on to Sharon Evans. If you 8

could turn on your camera and come off mute. 9

MS. EVANS: Hello. Are you able to see 10

me? My name is Sharon Evans. Thank you for having me. 11

It’s good to see some familiar faces. I am the 12

director of Business Resource Group. We are a 21 year 13

old community-based non-profit what -- operating in 14

three regions across California with a headquarters in 15

Los Angeles County. 16

I also served as the officer of the 17

California African American Chamber of Commerce and the 18

DEI director for the National Association of Women 19

Business Owners. BRG particularly knows these banks 20

very well. We’ve had a long-standing partnership with 21

both institutions for over 14 years. We provide 22

training and financially focused technical assistance 23

and development services for small businesses. 24

We also have partnered with both 25

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institutions to create programs that are specifically 1

designed to address the local market. 2

I will tell you they are different, and 3

they are unique and each has a distinct value in the Los 4

Angeles and California markets. We have offices in Kern 5

County, San Diego, and Los Angeles. 6

U.S. Bank has been a critical resource in 7

microlending. They offer market priced -- market priced 8

equipment loans, small business lines of credit, credit 9

cards, and even term loans for business and firms that 10

are less than six months old. That was an innovation at 11

the bank. 12

However, they -- even though they’ve done 13

-- they do a really great job in volunteerism and 14

affordable housing, I have concerns. And my concerns 15

are that the innovation and the size of this merger has 16

the potential to really strip our market of the 17

responsiveness and the support that we get from the 18

Union Bank platform. 19

Union Bank has had an innovative approach 20

where they come into the local market with regional 21

partners. They convene our local agencies. We do deep 22

dives into the nuances and needs of our local markets. 23

And they listen and then create programming coupled with 24

philanthropic investment to achieve the desired 25

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outcomes. That is not the U.S. Bank model. 1

We have asked that U.S. Bank retain the 2

staff of Union Bank in these local markets because they 3

are part of the fabric of what makes CRA work. The 4

nuances of California are so distinct. And what we need 5

-- and Antelope Valley is not what we need in an Inland 6

Empire or in the skirts of our Wilmington front in San 7

Pedro. 8

The bank has not been responsive on this 9

request. Additionally, I have major concerns because 10

we’ve asked for transparency in the supplier diversity 11

area, and we don’t know what’s going to happen. We have 12

businesses that have a stellar track record of getting 13

contracts with Union Bank, and they don’t know if 14

they’re going to have to terminate their staff or shut 15

down as a result of this merger. 16

I work heavily in supply chain and train 17

over 1,300 woman owned businesses every year. Union 18

Bank combined with U.S. Bank can work, but with a very 19

clear community benefits agreement that ensures that our 20

markets will not suffer. Thank you. 21

MS. BANTA-LEWIS: Thank you for your 22

comments. We’ll now move on to Tom Kilgannon. If you 23

could turn on your camera and come off mute. 24

MR. KILGANNON: Hello. My name is Tom 25

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Kilgannon. I am the president of Freedom Alliance. We 1

are a military support organization. We help combat 2

veterans and military families overcome the wounds of 3

war. 4

As you all know, for the last 20 years 5

nearly 3 million of our fellow Americans have deployed 6

overseas and fought for our country. And tens of 7

thousands of them have come home wounded: some severely 8

wounded with physical, emotional, and spiritual 9

injuries. And our charge at Freedom Alliance is to help 10

them achieve the most complete rehabilitation that they 11

are able. 12

We do this in a variety of ways, three 13

that I’d like to tell you about today. One is we are 14

providing mortgage free homes. And this is particularly 15

important to veterans who might have a difficulty in 16

keeping steady employment because of their injuries, 17

providing safety and continuity for their family, being 18

in a good neighborhood. 19

We also are providing loan free vehicles. 20

These are cars that are nearly new that are given to 21

veterans to help them be able to get to their medical 22

appointments. 23

Some families that we have helped have had 24

children who have medical needs requiring them to go to 25

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specialists at quite a distance from their home or going 1

several times a week. And veterans obviously have 2

specialized needs, and sometimes the VA in their area is 3

60 or 70 or 80 miles away and so they need reliable 4

transportation. 5

We are also helping with home repair 6

projects, making the home a little bit safer and more 7

stable for those who have brain injuries or are amputees 8

and need a -- just some repairs to make it easier to get 9

around. 10

Now, you might ask how can a small non 11

profit provide these big-ticket items, and in truth we 12

can’t if we’re doing it on our own. But we’ve been 13

blessed and fortunate to work with U.S. Bank for the 14

last nine years, and they make it possible for us to 15

provide these life changing types of support. 16

And it’s not only the assistance that they 17

are providing, but they bring to it a tremendous 18

corporate spirit from both the executive level and the 19

frontline staff who turn out. We normally have a 20

ceremony to present a mortgage free home. 21

The employees come out in large number 22

with great enthusiasm. They roll up their sleeves. 23

They rake the yard, move the furniture, paint -- do 24

whatever is needed. They come out and support the 25

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veteran and create a lasting memory and a positive 1

memory for them. 2

The thought I would leave you with is 3

this: because of our partnership with U.S. Bank, I can 4

tell you that there are young men and women who are 5

alive today; there are families who are intact because 6

of the assistance that U.S. Bank has provided to Freedom 7

Alliance that we’ve been able to help them. I thank you 8

for your time. 9

MS. BANTA-LEWIS: Thank you for your 10

comments. We’ll now hear from Tammy Marine. If you 11

could turn on your camera and come off mute. Are you 12

able to come off mute? 13

MS. MARINE: Yes. I apologize for that. 14

Good afternoon. My name is Tammy Marine, and I am the 15

executive director of Habitat for Humanity Inland Valley. 16

We’re located in Temecula, California and cover six 17

cities in southwest Riverside County. And I’m here to 18

speak on behalf of our partnership with U.S. Bank. 19

U.S. Bank and Habitat for Humanity have 20

been working together for many, many years in a 21

multitude of capacities. Habitat for Humanity is an 22

affordable housing developer, and we also improve living 23

conditions through a wide array of home repair programs, 24

education, and through our resource. 25

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With the support of U.S. Bank, over the 1

last four years, we’ve actually doubled the size of our 2

budget and been able to serve more families even during 3

the downturn and during the challenges with COVID. 4

And in part I accredit that to our board 5

member, Scott Williams, who is a representative of U.S. 6

Bank who has served in a multitude of capacities and 7

been a catalyst for further involvement with the bank. 8

Scott sits on our board, but also is a 9

part of several of the committees that we hold and is a 10

very active, regular participant in the things we do 11

each and every day. And I seek Scott out on many 12

occasions to ask for his leadership and guidance, and I 13

very much respect having a part of our leadership team. 14

I feel like he’s helped us grow the affiliate 15

immensely. 16

He’s also rallied support from U.S. Bank 17

in the region, and so they are frequently on hand for 18

volunteer opportunities and to participate in events. 19

So in addition to the leadership side of things, we also 20

gain from volunteerism and also from the support that’s 21

given from the bank. 22

I can’t think of a better partner -- 23

banking partner that we’ve had to date. I’m very proud 24

of the relationship that we have with U.S. Bank, and I 25

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hope it continues for weeks and months to come. And I 1

just appreciate the opportunity to be here and speak 2

with you. 3

MS. BANTA-LEWIS: Thank you for those 4

comments. We’ll now hear from Kevin Jackson. If you 5

could turn on your camera and come off mute. 6

MR. JACKSON: Good afternoon. Thank you. 7

Can you hear me? 8

MS. BANTA-LEWIS: Yeah, you may begin your 9

comments. 10

MR. JACKSON: Hi. Good afternoon. My 11

name is Kevin Jackson. I’m the executive director of 12

the Chicago Rehab Network. The Network is a coalition 13

of the mission based non-profit community development 14

corporations. We were founded by a dozen non-profits 15

back in 1977. 16

So our history for the past 45 years has 17

been steeped in Community Reinvestment Act and in 18

partnership with our financial institutions. We are 19

here today to make sure to acknowledge the fundamental 20

importance of a community benefits agreement that 21

enables people to understand what are the possibilities 22

and opportunities for our neighborhoods. 23

We also want to underscore and recognize 24

the leadership of U.S. Bank and their attention to 25

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Chicago neighborhoods in the past decade. They came in 1

after a bank failure and met with the Rehab Network on - 2

- throughout the years. 3

And we’ve never stopped meeting. They’ve 4

had a strong financial partner, and it is -- proof is in 5

the pudding about the CRA and its importance. 6

There’s a neighborhood down south of 7

Chicago that was totally disinvested, and today because 8

of the long-standing partnership with U.S. Bank has been 9

transformed. That’s the neighborhood of Pullman -- 10

where the Pullman Companies are and is now a National Park. 11

It -- so also as you heard from my 12

colleague, Athena, on the west side, they’ve been there, 13

and they’re talking about moving forward. 14

At the same time, I want to recognize that 15

the challenges that we face in the City of Chicago with 16

affordable housing and the income inequity that has 17

risen and grown is going to take some really strong, 18

strong innovation and partnerships to move us forward in 19

a way that we all want to see in our cities and for a 20

democratic society that everyone enjoys and the commerce 21

of community. 22

So to that end, we need to be thinking 23

about new type of housing options, particularly, I’m 24

thinking of shared ownership options and cooperative 25

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housing. These are areas that can provide a third way 1

that we’re not seeing as much as. 2

We’re seeing some land trust happening and 3

land banking, but it’s really important to think about 4

the cooperative model as a collective, economic activity 5

that we could really see opportunities for people who 6

otherwise are priced out of ownership and rents are 7

escalating beyond their reach here in Chicago. 8

It might not be as difficult as some of 9

the cities on the West Coast, but we’re very alarmed 10

about who is going to be able to stay in the city, and 11

we have to always look -- take a lens of who benefits. 12

It’s time for us to continue to 13

support the community development corporations who are 14

on the frontline of our neighborhoods in making sure 15

that people are included in economic growth. Thank you. 16

That concludes -- 17

MS. BANTA-LEWIS: Thank you. 18

MR. JACKSON: -- my comments. 19

MS. BANTA-LEWIS: Thank you for your 20

comments. We’ll now move to Joey Quinto. 21

MR. QUINTO: Hi. 22

MS. BANTA-LEWIS: If you could turn your 23

camera -- 24

MR. QUINTO: Yeah, can you hear me? 25

Page 182

MS. BANTA-LEWIS: We can. 1

MR. QUINTO: Hi. I’m Joey Quinto. I’m 2

the publisher of California Journal for Filipino 3

Americans, council member of the California Community 4

Builders, and a member of the Alliance to End Racial 5

Wealth Gap. 6

What does the merger of U.S. Bank and MUFG 7

Union Bank mean to the minority communities. We all 8

want to see the success of this merger, and since the 9

success and profitability of banks in the U.S. depend on 10

reaching out to wider markets, the minority community 11

market should be greatly considered. 12

The minority community market is very 13

vital since it could lead to a bigger market that could 14

sum out through greater service and better profits. 15

Therefore, the future leadership and 16

involvement of U.S. Bank’s CEO to reach out to minority 17

communities regarding small business contracting, home 18

loans, business loans among others, as well as through 19

adding of more minorities as employees, officers, and 20

board members for greater diversity, I highly recommend 21

it. 22

In this regard, we propose that the CEO 23

of U.S. Bank to attend at least one annual meeting with 24

the community groups -- again, one annual meeting to the 25

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community groups. We propose to see a five year 1

commitment signed by the CEO of U.S. Bank which could 2

benefit various minority communities. 3

We propose a report card to be submitted 4

to the CEO of U.S. Bank and to the OCC and the Federal 5

Reserve. Moreover, in order to reach more minority 6

communities, the ethnic media spending to minority owned 7

media should be increase in proportionate to the 8

population and in comparison to the budget of bigger 9

banks based on their market capitalization. 10

If the above proposals are done, the 11

merger of U.S. Bank and MUFG Union Bank could be an 12

exemplary model for future bank mergers. Let the bank 13

minorities become bankable. Let them have access to 14

U.S. Bank’s financial projects and services. Let the 15

lower class become middle class. Let the middle class 16

become upper class. 17

How could this be obtained? Let the 18

minority communities have more access to U.S. Bank’s 19

financial projects and services. 20

By doing so, this could create more 21

economic opportunities to minority communities, and U.S. 22

Bank would have a better opportunity to be more successful 23

-- in other words, in -- when all minority communities 24

become successful, U.S. Bank would then become more 25

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successful. Thank you very much. 1

MS. BANTA-LEWIS: Thank you for your 2

comments. We’ll now move to Marisa Barrera. If you 3

could turn on your camera and come off mute. 4

MS. BARRERA: Good afternoon. Thank you 5

for this opportunity to provide information. My name is 6

Marisa Barrera, and I serve as DreamSpring chief impact 7

officer. 8

DreamSpring is an award-winning community 9

development financial institution, a non-profit mission 10

based lender that focuses on increasing access to 11

business credit and providing loans to enable 12

underserved entrepreneurs to realize their dreams. 13

We were founded in 1994 in Albuquerque, 14

New Mexico, and our work has grown to support 15

entrepreneurs across the country. Our clients come from 16

diverse backgrounds, geographies, and industries, and 17

they all share an entrepreneurial desire and an urgent 18

need for access to small business capital. 19

Since our inception, we’ve provided $465 20

million in loans to some 29,000 small businesses 21

that have created or supported 72,000 jobs now across 19 22

states. And DreamSpring is fortunate to have had a 23

longstanding relationship with U.S. Bank and their 24

partnership along so many of the steps in the growth of 25

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our impact and work. 1

For example, during the roughly ten year 2

period from 2012 to today, U.S. Bank has provided over 3

$360,000 in philanthropic funds to support DreamSprings’ 4

work with populations that include entrepreneurs of color, 5

entrepreneurs in a low to moderate income household, women 6

business owners, and business owners with disabilities. 7

DreamSpring has also received $20,000 in 8

charitable funding since 2018 from MUFG Union Bank. In 9

addition to philanthropic support, U.S. Bank has a 10

limited liability company investment in DreamSpring for 11

$1.2 million without any required rate of return which 12

provides our organization with patient debt capital for 13

our lending efforts. 14

U.S. Bank has also engaged in our work in 15

other meaningful ways. For example, the Bank has made 16

it possible for three DreamSpring team members to 17

attend a multiday anti-racism workshop. 18

In 2019, U.S. Bank’s chief social 19

responsibility officer served as a speaker for a DreamSpring 20

lead panel session at the Money 2020 Conference 21

last year. And DreamSpring’s president and CEO, Ann 22

Haynes, is a volunteer member of U.S. Bank’s community 23

advisory council. 24

Our organization is committed to financial 25

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inclusion of underserved entrepreneurs, and we 1

appreciate the many ways U.S. Bank has helped advance 2

our work over many years. Thank you for your time 3

today. 4

MS. BANTA-LEWIS: Thank you for your 5

comments. We’ll now move to Brateil Aghasi. If you 6

could turn on your camera and come off mute. 7

MS. AGHASI: Can you hear me? 8

MS. BANTA-LEWIS: We can. You may begin 9

your comments. 10

MS. AGHASI: Thank you so much. If you 11

ask me to describe U.S. Bank in one word, the very first 12

word that effortlessly comes to mind is community. U.S. 13

Bank has supported us at WISEPlace, a women’s homeless 14

shelter in California for over two decades. 15

In the non-profit industry, we refer to 16

time, talent, and treasure as essentially the trifecta 17

of support, and U.S. Bank truly embodies all three of 18

these pillars. 19

U.S. Bank has not only embraced our 20

mission to end homelessness for vulnerable women in our 21

community by providing a much needed financial support, 22

but U.S. Bank has a full embrace of continual 23

volunteerism. U.S. Bank has armed our organization with 24

hundreds of volunteers who are passionate and have done 25

Page 187

it all -- no volunteer opportunity is too small or too 1

big to tackle together. 2

I’ve seen U.S. Bank volunteers roll up 3

their sleeves and (inaudible) buildings, help us 4

remodeling shelter homes, to month long collections of 5

much needed items, along with providing expertise to the 6

women and the populations that we serve on budgeting, 7

financing, banking to strategic planning and leadership 8

focused on diversity and equity. 9

And these conversations with U.S. Bank 10

volunteers at all levels of their organization and all 11

levels of our organization have really helped shape and 12

customize our programs and services. 13

There are people who wait to be asked for 14

help. And what I have personally experienced with U.S. 15

Bank is that they are first to reach out and ask how 16

they can help. I’ve personally experienced that the 17

last two years. 18

During the pandemic while running a 19

homeless shelter for vulnerable populations, U.S. Bank 20

was the first to call me and say, “What do you need. 21

How can we help?” And I will never forget that. So for 22

these reasons and so many more, we enthusiastically 23

offer our support of U.S. Bank and just wholeheartedly 24

thank them for their community engagement and spirit 25

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volunteerism in our community. Thank you. 1

MS. BANTA-LEWIS: Thank you for your 2

comments. We’ll now move to Erika Van Merr. If you 3

could turn on your camera and come off mute. 4

MS. VAN MERR: Good afternoon. My name is 5

Erika Van Merr, and I’m the associate director of 6

philanthropy at FareStart. Over my ten years in 7

employment at FareStart, I’ve worked extensively with 8

both U.S. Bank and Union Bank. 9

FareStart is a Seattle based non-profit 10

organization that transforms lives, disrupts poverty, 11

and nourishes community through food, life skills, and 12

job training. 13

Over our 30 year history, we have provided 14

opportunities for nearly 13,000 adults and youth while 15

serving over 14.5 million meals to Seattle area schools, 16

homeless shelters, and healthcare facilities. 17

FareStart does not support or oppose the 18

acquisition, but I want to provide some comment about 19

U.S. Bank’s partnership in support of our organization. 20

Since 1998, U.S. Bank has been a corporate 21

supporter and partner providing consistent funding to 22

our job training programs. Their employees volunteer 23

their time and talent as well. 24

Most recently in 2021, they contributed 25

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over 183 volunteer hours. In -- in 2020, U.S. Bank had 1

planned to launch a mobile food truck to reach new 2

customers and engage with the communities, but due to 3

the pandemic, the vehicle could no longer be utilized 4

as intended. 5

As a result, they reached out to us and 6

used a truck to deliver training materials and 7

technology packages to FareStart students when we 8

launched a virtual version (inaudible) program which had 9

been on pause due to COVID-19. That concludes my 10

comments for today. Thank you so much for your time. 11

GROUP 9 12

MS. BANTA-LEWIS: Thank you for your 13

comments. We’ll now move into group number 9. And 14

we’ll begin with Gina Cunningham. If you could turn on 15

your camera and come off mute. 16

MS. CUNNINGHAM: Good afternoon. My name 17

is Gina Cunningham, and I am the executive director of 18

HomeAid Orange County. We are a California non-profit 19

organization with the mission to build a future without 20

homelessness. We believe that housing is a human right. 21

We accomplish our critical mission through the 22

development of housing, community engagement, and 23

education. 24

We are in full support of the acquisition 25

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of MUFG Union Bank by U.S. Bancorp. Both of these 1

financial institutions have supported HomeAid’s mission 2

for more than a decade. Their support has come in both 3

employee volunteerism through our community engagement 4

activities and with financial support through grant 5

funding opportunities. 6

We are also very grateful to have a 7

volunteer on our board of directors from U.S. Bancorp 8

here locally in Orange County. 9

HomeAid’s work in our community would not 10

be possible without partners like U.S. Bancorp and MUFG 11

Union Bank. With nearly 7,000 people experiencing 12

homelessness in Orange County, we know the one thing 13

that will end homelessness is very simple: it’s housing. 14

HomeAid Orange County is in support of 15

the acquisition and merger of these two great financial 16

institutions. Thank you for your time today. 17

MS. BANTA-LEWIS: Thank you for your 18

comments. We’ll now move to Sarah Letts. If you could 19

turn on your camera and come off mute. 20

MS. LETTS: Good afternoon. My name is 21

Sarah Letts, and I’m the executive director of Hollywood 22

Community Housing Corporation. Our non-profit was 23

incorporated in 1989, and 33 years later our focus 24

continues to be community development through the 25

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renovation and new construction of service enriched 1

affordable housing. 2

We’ve been working with U.S. Bank for 15 3

years, and we value them as a financing partner. U.S. 4

Bank is the equity investor in three of our buildings, 5

and they are financed with low income housing tax 6

credits or LIHTC. Their total equity investment in 7

these three properties is $42 million. 8

And from the beginning of the underwriting 9

process to closing loans and then working with their 10

asset management team during operations, U.S. Bank has 11

demonstrated an ability to meet our evolving needs. 12

Throughout the years, U.S. Bank has also 13

demonstrated their continuing commitment to low income 14

communities. LIHTC investors in many of our other 15

buildings have sold their interests in our properties to 16

other investors, but U.S. Bank has remained committed to 17

our properties and to the people we serve. 18

In closing, we support U.S. Bank’s 19

acquisition of Union Bank because of their strong 20

commitment to low income communities. Thank you. 21

MS. BANTA-LEWIS: Thank you for your 22

comments. We’ll now hear from Agnes Noonan. If you 23

could turn on your camera and come off mute. 24

MS. NOONAN: Good afternoon. My name is 25

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Agnes Noonan, and I’m the president of the Women’s 1

Economic Self-Sufficiency Team, DBA WESST, which is 2

headquartered in Albuquerque. WESST is a statewide 3

501(c)(3) with a mission of providing access and 4

resources to any New Mexican who wants to start and grow 5

their own business. Particularly for our target market, 6

it’s women, people of color, and low wealth New 7

Mexicans. 8

WESST is a CDFI, an SBA microlender, and 9

host to six women’s business centers in New Mexico. I 10

was very pleased to learn of the pending U.S. Bank 11

acquisition of MUFG Union Bank, and we’re delighted to 12

provide our strong endorsement of this acquisition 13

because we have experienced firsthand what a great 14

community partner U.S. Bank is. 15

During its ten-year history in New 16

Mexico, U.S. Bank has educated itself about the 17

financial and economic challenges facing New Mexicans. 18

Shortly after their entrance into the New 19

Mexico market, the bank partnered with United Way of 20

Central New Mexico to sponsor communitywide capacity 21

building, training, and development activities for the 22

non-profit sector which assisted with their efforts to 23

create a more equitable economy. 24

Through volunteerism, including board 25

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service and financial support of WESST’s mission, U.S. 1

Bank has and is assisting our efforts to reach 2

underserved communities and individuals, including 3

immigrants, native Spanish speakers, political refugees, 4

and indigenous Americans who seek to become self 5

sufficient through sustainable entrepreneurship. 6

In turn, the Bank’s support over the last 7

five years alone has helped WESST’s clients create 1,781 8

new jobs, 365 business starts, and generate $365 million 9

in sales revenues -- all with the clientele which is 90 10

percent diverse and typically a business of no more than 11

five employees. 12

We believe U.S. Bank’s acquisition of 13

Union Bank will provide all the impacted communities 14

with the great bank partner who will help them improve 15

the lives and livelihoods of community residents. We 16

strongly endorse their application without reservation. 17

Thank you very much. 18

MS. BANTA-LEWIS: Thank you for your 19

comments. We’ll now move to Mary Tingerthal. If you 20

could turn on your camera and come off mute. 21

MS. TINGERTHAL: Thank you very much. My 22

name is Mary Tingerthal. I appreciate the opportunity 23

to present testimony today. I’m speaking today on my 24

own behalf and not behalf of any organization. 25

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From 2011 to 2019, I served as 1

commissioner of the Minnesota State Housing Finance 2

Agency and as a member of the Governor’s cabinet. Prior 3

to that opportunity, I’ve had multiple positions focused 4

on affordable housing and community development both in 5

the non-profit and for-profit sectors and have several 6

opportunities to intersect with U.S. Bank in that work. 7

I’d like to recount two examples of 8

working with U.S. Bank business units where the bank 9

really showed its support for programs that support the 10

community. 11

I first want to discuss an important 12

experience with U.S. Bank mortgage. When I joined 13

Minnesota housing in 2011, we were still in the wake of 14

the 2008 foreclosure crisis. 15

In 2011, we at the agency made mortgages 16

to only 555 households of color to buy their first 17

homes. Worse yet that represented only 15 percent of 18

all the mortgages we funded that year. 19

So the next year, we set out to redesign 20

our entire mortgage program to increase overall mortgage 21

activity and to make sure that the percentage going to 22

households of color was dramatically increased. 23

I’m pleased to say that by 2019, we had 24

made great progress on both goals. We served three 25

Page 195

times as many households of color, over 1,650 households 1

and 35 percent of our mortgages went to households of 2

color. We still have more to do, but it’s great 3

progress. 4

And in order to do this, we had to 5

redesign our products because they weren’t focused on 6

the right households. 7

We could not have done that without the 8

assistance of U.S. Bank mortgage which turned around 9

very quickly our ability to offer different kinds of 10

down payment assistance that we could not have offered 11

on our own. It’s a great example of a behind the scenes 12

role that the bank plays not only in Minnesota but in 13

several housing finance agencies around the country. 14

I also want to say that I’ve been proud to 15

serve on the advisory board of the U.S. Bank Community 16

development entity, the business unit that makes 17

investments using the new market’s tax credit. 18

And in the past four years, and I’ve been 19

on the advisory board for 10 years, the leadership and 20

staff supporting this business unit have been very 21

explicit about their commitment to invest in businesses 22

lead by people of color. To help in accomplishing that 23

goal, they provided training on diversity and equity, 24

not only for the staff but the advisory board as well. 25

Page 196

Thank you so much for my opportunity to 1

share this with you, and I appreciate your hearings and 2

letting this testimony be heard. Thank you. 3

MS. BANTA-LEWIS: Thank you for those 4

comments. We’ll now hear from Rebecca Aguilera 5

Gardiner. We are unmuting Ms. Aguilera Gardiner because 6

of technical issues, but we should be able to hear her. 7

MS. AGUILERA-GARDINER: Excellent. Can 8

you hear me now? 9

MS. BANTA-LEWIS: We can. 10

MS. AGUILERA-GARDINER: Great. 11

MS. BANTA-LEWIS: You may begin your 12

comments. 13

MS. AGUILERA-GARDINER: All right. 14

Excellent. Good afternoon. I am Rebecca Aguilera- 15

Gardiner, the CEO and co-founder for Veterans in 16

Business Network, a non-profit 501(c)(3) organization. 17

The VIB network advocates on behalf of the Veteran and 18

the service-disabled veteran business community 19

nationwide. We help connect veteran business owners to 20

corporations and government agencies for contracting 21

opportunities. 22

Veterans are a diverse 23

collection of all types of individuals made up of all 24

races, creeds, orientations, abilities, and genders. 25

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Veteran businesses make up about 5.9 percent of all 1

businesses in the United States with an estimated $947 2

billion in receipts, approximately 3.9 million 3

employees, and about 177 billion in annual pay role. 4

Thanks to our corporate partners, Union 5

Bank, we have been able to offer business resources, 6

training of veteran business directors, scholarships to 7

the UCLA Management Development for Entrepreneurs 8

program and more, all at no cost to the veteran business 9

community. 10

Union Bank has been an active partner to 11

the Veterans in Business Network since our inception in 12

2016. And they have also -- and they also have a seat 13

on our corporate board. They have helped educate 14

veteran businesses on how to win contracts with Union 15

Bank, and the benefits of supplier diversity. 16

Union Bank has conducted financial 17

business workshops for us in the past. In fact, one of 18

the highest attended webinars we did with them was at 19

the end of 2020 to help veteran businesses understand 20

how to close out their year so they could start 2021 21

strong. 22

The VIB network salutes Union Bank for 23

their dedication to the veteran business community, and 24

we hope this acquisition will continue to help and 25

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support veteran businesses nationwide grow and thrive. 1

Thank you for your time and thank you for allowing me to 2

share my comments. 3

MS. BANTA-LEWIS: Thank you for your 4

comments. We’ll now hear from Leah Miller. If you 5

could turn on your camera and come off mute. 6

MS. MILLER: Hey, there, good afternoon. 7

My name is Leah Miller. I am the president of CEO of 8

Habitat for Humanity of Greater Sacramento. Thank you 9

so much for the opportunity to speak today regarding the 10

many ways that U.S. Bank has made the work of our 11

organization possible. 12

U.S. Bank has been very engaged in 13

supporting our organization -- the organizations 14

throughout our community here in the Sacramento region 15

in Northern California. 16

Specifically speaking regarding the 17

support for our Habitat for Humanity affiliate, U.S. 18

Bank has been a strong supporter of local -- our local 19

organization for over 25 years, and they’ve donated more 20

than $500,000 to support the work that we do to develop 21

affordable home ownership opportunities to further the 22

preservation of existing affordable housing in our 23

community and to support numerous fundraising events and 24

campaigns. 25

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They’ve also hosted numerous financial 1

education webinars for the new home owners that we serve 2

as well as for our Habitat Young Professionals group. 3

Over the years, numerous members of the Habitat -- of 4

the U.S. Bank team have served on our board of directors 5

as well as various event and fundraising committees. 6

In total in the past years since 1997, 7

U.S. Bank team members have volunteered more than 21,000 8

hours to make the work of Habitat for Humanity of 9

Greater Sacramento possible. 10

U.S. Bank has been and continues to be one 11

of the most engaged and supportive partners of our 12

organization. They have been an important part in 13

making the work that we do in the community possible. 14

Their leadership has consistently 15

demonstrated a genuine and generous investment and 16

partnership with our organization and so many others 17

through our community at large. Thank you for this 18

opportunity. 19

MS. BANTA-LEWIS: Thank you for those 20

comments. We’ll now hear from David Lizarraga. If you 21

could turn on your camera and come off mute. Just give 22

him one moment. David, are you able to come off mute? 23

It looks like we may have lost Mr. 24

Lizarraga so I think we should move on to the next 25

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person, and then we come back to him if he -- he joins 1

in the next couple minutes or at the very end in group 2

14. Okay. We will move on to Katherine Siddens. If 3

you could turn on your camera and come off mute. 4

MS. SIDDENS: Here. Good afternoon to the 5

members of the Board of the Federal Reserve and the OCC. 6

I’m honored to be here today to show my support for the 7

U.S. Bank, Union Bank merger. My name is Kathy Siddens, 8

and I’m the executive director of Prosperity Connection 9

which is located in St. Louis, Missouri. 10

We’re a non-profit organization that 11

serves the bi-state region. Our mission is to promote 12

economic success for everyone in the region by providing 13

financial education and access to reliable products and 14

services. 15

We offer financial coaching and personal 16

finances classes at no cost to our customers. These key 17

resources make it possible for individuals to earn 18

economic independence. 19

We envision an equitable community where 20

everyone has the access, skills, tools, and confidence 21

to achieve their financial aspirations. Through our 22

coaching and educational resources, we aspire to bring 23

financial justice and economic dignity to every customer 24

we serve. 25

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As we all know, building financial 1

capacity is critical to reducing the racial wealth gap 2

for those in our communities. At Prosperity Connection, 3

we provide those services to our many customers through 4

the support of our great partners like U.S. Bank, who 5

are leaders in the area of financial inclusion. 6

Our work would not have the impact it does 7

without the commitment of U.S. Bank. They have provided 8

dedicated volunteers through board and committee service 9

and subject matter experts, especially in the area of 10

home ownership to low- and moderate-income communities. 11

These volunteers have been critical to our current 12

success and our future growth. 13

This valuable experience as well as much 14

needed financial support for our operations over many 15

years has been extraordinarily valuable to our 16

organization in many ways. 17

Through U.S. Bank’s access commitment, the 18

Bank has made a long-term commitment to wealth building 19

in the diverse communities that we serve, focusing on 20

advancing black home ownership through outreach and 21

engagement with local community past partners like U.S. 22

Bank (inaudible) with Prosperity Connection. 23

The initiative has been especially 24

impactful to us through our partnership with Project 25

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Home. Project Home is a public-private partnership 1

collaborative created by the Federal Office of Probation 2

and Parole that includes non-profit organizations, real 3

estate agencies, and banks to provide home ownership 4

opportunities for those re-entering from the federal 5

prison system. 6

This phenomenal program has made home 7

ownership a reality for nearly 100 individuals and 8

families, stabilizing both the family as well as the 9

communities in which they reside. 10

With a zero recidivism rate, this place 11

based program has been recognized in two presidential 12

administrations as the best practice for helping those 13

who have served their debt to society re-enter our 14

communities with dignity. 15

U.S. Bank was asked to become a founding 16

member of this collaborative because of the home buying 17

products and services they offer to those most 18

vulnerable in our communities, as well as their 19

extensive focuses on building financial capacity for the 20

LMI community. 21

On behalf of the board, staff, volunteers, 22

and customers of Prosperity Connection, we fully support 23

this merger and thank you very much for your time today. 24

MS. BANTA-LEWIS: Thank you for your 25

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comments. We’ll now circle back to David Lizarraga. If 1

you’re able to turn on your camera and come off mute. 2

Give that a moment. David Lizarraga. 3

MR. LIZARRAGA: Can you hear me? 4

MS. BANTA-LEWIS: We can. 5

MR. LIZARRAGA: Okay. I’m sorry for the 6

problems I’ve created here. 7

MS. BANTA-LEWIS: No worries at all. You 8

may begin your comments. 9

MR. LIZARRAGA: So good afternoon. My 10

name is David Lizarraga, chairman and founder of the 11

TELACU Education Foundation and chairman emeritus of 12

TELACU. Thank (inaudible) testify in support of the 13

merger of two key financial institutions that are 14

particularly important to the California market and 15

whose missions and corporate cultures are very much 16

aligned. 17

TELACU is a Latino led community 18

development corporation in Los Angeles. For more than 19

50 years, TELACU businesses have generated profitability 20

and (inaudible) from social impact. We build community 21

assets, create well-paying jobs, develop quality 22

affordable homes for our first-time homeowners and low 23

income seniors. 24

Our CDFI provides access to capital for 25

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small businesses and hard-working families. And our 1

education foundation has empowered thousands of Latino 2

students and veterans to achieve academic and 3

professional success. 4

I have served on Union Bank’s advisory 5

board for seven years. During our quarterly meetings, 6

we have engaged in high level challenging discussions 7

that I am pleased to report have developed much trust 8

among us all. Many of the recommendations made by my 9

fellow board members and me have resulted in policy 10

changes that benefit our economically distressed 11

communities. 12

TELACU’s new market’s community capital 13

has received $113 million from U.S. Bank 14

resulting in a total capital investment on nearly $200 15

million to low income communities. 16

The nine projects funded created more than 17

2,300 jobs. Part of these developments were community 18

facility type projects that annually served well over 19

102,000 LMI individuals. Without these funds, none of 20

these projects would have been able to move forward. 21

For decades, both banks have invested in 22

our educational and workforce development programs which 23

provide comprehensive services and financial education. 24

Their investments have developed thousands 25

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of minority professionals in high growth, high impact 1

sectors, particularly small business entrepreneurs and 2

those in financial services as well as nurses, doctors, 3

and healthcare professionals now serving LMI 4

communities. 5

Union Bank’s student run branch program in 6

high school campuses is an innovative approach to 7

providing financial education and promoting college 8

readiness in our LMI communities. Student bankers 9

develop critical skills and share basics of personal 10

finance that empower their peers, families, and school 11

communities. 12

A long-time member of both Greenlining and 13

CRC, I support many of their recommendations, 14

particularly the need for more diversity in the C Suite, 15

executive, and board levels as well as increased 16

investment in community outreach and expansion of staff 17

and resources to address (inaudible) stability and back 18

minority and low-income communities. 19

Based on a long standing and mutual 20

beneficial relationship of both institutions, I 21

wholeheartedly support this merger and trust that it 22

will not result in diminished support for our community 23

but rather that the combined financial equity of these 24

two well respected institutions will significantly 25

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advance all segments of the population. Thank you very 1

much for the opportunity to testify. 2

MS. BANTA-LEWIS: Thank you for those 3

comments. We’ll now move into group number 10. Doctor 4

Ruben Guerra, if you could turn on your camera and come 5

off mute. 6

GROUP 10 7

DR. GUERRA: Good afternoon. 8

MS. BANTA-LEWIS: Wonderful. You may 9

begin your comments. 10

DR. GUERRA: Good afternoon Board of 11

Governors and everybody on this call. I had a nice 12

speech written, but after I -- the commitment that U.S. 13

Bank has made, there’s just one thing that -- that I’d 14

like to know is how is U.S. Bank going to distribute the 15

commitment? 16

There is, there is a problem that happens 17

here and has happened for many years. You know, I have 18

represented the Latin Business Association for 18 years 19

now, and so I’ve been around with all the banks and how 20

they work. 21

And honestly I’ve been hearing to 22

everybody speak today, and there’s so much rhetoric. Of 23

course, they’re going to be supporting because they 24

already get financial aid, and they get aid from U.S. 25

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Bank and Union Bank. 1

U.S. Bank honestly here in California does 2

a terrible job when it comes to diversity and that is 3

something that I personally know through our 4

organization and through all our business owners. So I 5

want to know how are they going to distribute these 6

funds? How is it going to improve the developers -- 7

black and Latino developers in our community. 8

UNIDENTIFIED SPEAKER: And all she could 9

see was our screen? 10

DR. GUERRA: Is somebody speaking? 11

MR. OLSON: Yes, so -- yeah, if everyone 12

could be on mute except for the speaker, please. Thank 13

you. 14

DR. GUERRA: How is this going to effect 15

and provide more lending to contractors? We have a huge 16

base of contractors that are in need. They can do these 17

big projects, but the banks don’t want to lend money 18

because they’re contractors. How are they going to do 19

more lending for our developers, our contractors, our 20

small businesses, the Latino and black community here in 21

California? That’s my concern. 22

And, yes, there’s that old -- good old 23

boys club in these bank that if you know somebody that’s 24

how you’re going to get your funding. It doesn’t matter 25

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what you do. If you know somebody on the inside that’s 1

how you’re going to get your funding. So they need to 2

see throughout all aspects of where they’re going to 3

fund. 4

They need to really -- and I got to say, 5

Union Bank, there’s one person out there that’s really 6

done a great job -- actually a couple. But when it 7

comes to diversity, Richard Chacon, U.S. Bank, it would 8

be a big mistake to lose that guy because he can teach. 9

He can show U.S. Bank how it’s done. And he can really 10

impact the community. So Richard Chacon and Mr. Robinson 11

at -- from Union Bank, they really need to be part of 12

this because it needs to be consistent. If somebody leaves, 13

they’re going to lose all the 14

consistency within the community. 15

And we also need more support for our 16

non-profits. The LBA has been here for 45 years and 17

continuing fighting for our businesses. Thank you. 18

MS. BANTA-LEWIS: Thank you for those 19

comments. We’re now going to hear from Claudine Cheng. 20

Claudine Cheng, if you could unmute yourself. 21

MS. CHENG: I think you might have to -- 22

hi, can you hear me? 23

MS. BANTA-LEWIS: We can hear you. Yeah. 24

MS. CHENG: Oh, so thank you. I’m so 25

Page 209

sorry. I have had technical difficulties this morning. 1

My name is Claudine Cheng. I think I’m still not 2

seeing myself on the screen there, but I hope you can 3

hear me. 4

I’m Claudine Cheng, the president of the 5

APA Heritage Foundation in San Francisco. The APA 6

Heritage Foundation is a non -- 501(c)(3) non-profit, 7

and our mission is to promote public awareness of the 8

diverse APA cultural heritage and to provide 9

opportunities for community collaborations between city 10

and state government and communities and the business 11

community. 12

So I feel like I’m in a very good space to 13

comment on the merger because I have had very positive 14

experience with both U.S. Bank and Union Bank. 15

Every year the main -- one of the main 16

activities of the foundation is to plan and implement 17

the celebration of Asian Pacific Americans Heritage 18

month, which is the month of May in this country. 19

And, you know -- and for many years, Union 20

-- both U.S. Bank and Union Bank has been a very 21

enthusiastic supports of our program which goes on for a 22

whole month long. 23

So I feel like this -- the merger of the 24

bank -- I think the merger of resources would be very 25

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beneficial to the API community as well as not just for 1

our community but in our work to connect with and bring 2

out the diverse communities together throughout the 3

year. 4

Then I think one challenge might be -- or 5

not challenge but maybe one hope that we have is that 6

the two banks will connect and really discuss 7

comprehensive and holistic approach to community 8

benefits. 9

I have heard a number of the speakers this 10

morning and understand that, you know -- and it -- and 11

that it is really important that we have a good policy 12

moving forward so that we can take full advantage of the 13

combined resources of the two banks. 14

So -- but I have had very positive 15

experiences, not just because the banks have been our 16

sponsor, but I have also in turn been invited to speak 17

at employee resource group functions and whatnot. So I 18

feel that the merger is -- will be -- will have a 19

positive impact to the San Francisco community. So 20

thank you so much. 21

MS. BANTA-LEWIS: Thank you for your 22

comments. We’ll now hear from Leo Goldberg. If you 23

could turn on your camera and come off mute. 24

MR. GOLDBERG: Good afternoon. Thank you 25

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for the opportunity to testify. My name is Leo 1

Goldberg. I’m co-director of the California Community 2

Land Trust Network. We represent 25 non-profit members 3

who develop and steward permanently affordable community 4

owned housing across the State of California. 5

Community land trusts or CLTs are an 6

essential strategy for addressing California’s 7

affordability crisis. They take land and housing from 8

the speculative market and place them in the permanent 9

affordability through community ownership. 10

CLTs are often formed by and strive to 11

serve people of color that have been historically 12

excluded from the wealth creation produced by home 13

ownership and are too often subjected to the whims of 14

investor landlords and the harshest fallout of the COVID 15

pandemic. 70 percent of our residents are people of 16

color. 17

The California CLT Network is opposed to 18

the merger of U.S. and Union banks until we see a 19

demonstrated commitment to ensuring that the merger 20

results in an increase in investment in the low income 21

and black and brown communities where our members live 22

and work. 23

In California, we are living through the 24

fallout of the affordable housing and COVID crisis, and 25

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this critical moment for the banking industry and 1

government to channel investments into housing access 2

for low income households. 3

I’ll point out two specific areas where we 4

should see commitments from the bank: the first relates 5

to the rising tide of foreclosures and corresponding 6

influx of investor capital looking to capitalize by 7

flipping properties or increasing rents to capture the 8

huge demand for housing. Too often this results in the 9

displacement of tenants who are predominantly low income 10

and people of color. 11

Community Land Trust and their community 12

development partners are looking for opportunities to 13

intervene on behalf of low-income tenants facing 14

displacement by preserving their properties as 15

permanently affordable community assets and creating a 16

pathway to home ownership. 17

We want to see this bank merger produce a 18

commitment to support this preservation work by 19

allocating capacity building funding and acquisition 20

capital to non-profit organizations working in the 21

hardest hit communities. 22

Additionally, we call on the bank to 23

evaluate their mortgage lending practices and extend 24

their home purchase mortgages to community land trust 25

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home buyers who are too often excluded because shared 1

equity home ownership lies outside of restricted bank 2

underwriting norms. 3

Our members are creating home ownership 4

opportunities, and potential first-time home buyers 5

lined up but too often a lack of mortgage products gets 6

in the way. 7

We also believe that it’s critical that 8

banks make loans available to community land trust 9

homebuyers without an individual tax identification 10

number. These loans will support home ownership for 11

people without social security numbers. 12

To wrap up, we oppose the merger at this 13

time, and we hope that the bank will agree to a strong 14

community benefits agreement that includes the elements 15

I have discussed. Thank you for the opportunity to 16

testify. 17

MS. BANTA-LEWIS: Thank you for your 18

comments. We’ll now hear from Elba Schildcrout. If you 19

could turn on your camera and come off mute. 20

MS. SCHILDCROUT: Hi everybody. Can you 21

hear me okay? 22

MS. BANTA-LEWIS: We can. You may begin 23

your comments. 24

MS. SCHILDCROUT: Great. Thank you. So 25

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thank you for having me. My name is Elba, and I’m the 1

director of community wealth and services at East LA 2

Community Corporation. We’re also a non-profit 3

organization providing financial services to our 4

community members and the LA County, and the near -- 5

surrounding areas as well as we’re affordable housing 6

developer. 7

I am also here on behalf of the California 8

Reinvestment Coalition. I am a secretary of the board, 9

and I am very interested in talking about our concerns 10

around the merger. So we are currently opposing the 11

merger. 12

The reasons behind the -- we’re opposing 13

the merger is because we want to see a really strong 14

community benefits agreement. Some of the things that 15

we’re looking to see is an expansion of first-time home 16

buyer programs that are going to include accessibility 17

to people that are -- that are low income as well as 18

looking at people that are undocumented. 19

Similar to my colleague Leo that mentioned 20

individual taxpayer identification numbers -- we want that 21

to be expanded access to them as well. 22

We do understand that there -- that Union 23

Bank had a pretty decent product for low mortgage -- for 24

the low down payment, and we don’t want to lose that. 25

Page 215

We want to make sure that there is portfolio products 1

out there that are also supporting low income 2

communities with -- they need 3

to do a lower down payment. 4

Also, we want to make sure that there are no bank 5

closures in our communities. Many union banks -- locations 6

are located in communities of color, and we don't want to lose 7

any of that access to those communities. 8

The other thing we are really concerned about is the 9

loss -- as a non-profit, affordable housing developer, having 10

these two banks merge, it's going to reduce the competition. 11

We have seen that there's been -- we've been able to get 12

better pricing and investment through Union Bank, because they 13

are able to compete against each other. And our concern -- 14

that is one thing, because we may be losing some of the good 15

pricing, and even doubling the investment is not going to be 16

enough for us to be able to truly see an impact as they're 17

becoming a larger institution. 18

We do -- I do thank you for having this hearing, but 19

holding this hearing is not going to be enough. We do want 20

the regulators to scrutinize these applications, and ensure 21

that there's a clear community -- a clear public benefit, and 22

a condition to any merger approval and compliance with a 23

strong community benefits agreement. 24

And I will stop there, and thank you so much for 25

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having me. 1

MS. BANTA-LEWIS: Thank you for those comments. 2

We'll now hear from Mary Scott Knoll. 3

If you could, turn on your camera and come off mute. 4

MS. KNOLL: Good afternoon. My name is Mary Scott 5

Knoll. I am the executive director of the Fair Housing 6

Council of San Diego. Our mission is the eradication of 7

unlawful housing discrimination, and we do that work through 8

outreach, education, and enforcement referrals to enforcement 9

entities. 10

I'm also a member of the California Reinvestment 11

Committee, and so I'm a member -- and speaking in opposition 12

to the merger that we are discussing. 13

While I begin by applauding with -- very vigorously, 14

all of the comments that have been made, the work that has 15

been done, and the achievements done by these two banks, and 16

I'll just refer to them as "banks" during my comments. And 17

I'm going to now read, so that, in the interest of time, I can 18

get all my things in. 19

My comments today relate to the instant case, where 20

we are asking that the application for the proposed bank 21

merger be interfaced with and be connected to the presentation 22

of a very strong community benefits agreement. We believe 23

that all community benefits agreements should be locally 24

defined, however. And in my view, with 30 years of listening 25

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to what the community expresses that they need, I can very 1

readily say that the three areas that I note where we need to 2

have the banks do more -- we are proud of what they have done, 3

we ask them to do more in the areas of outreach, education, 4

and provisions of sites, bank locations, and services and 5

products. 6

With the outreach and education, we would like to 7

see banks reach out to the people who are beyond the fair 8

housing -- excuse me, the counseling programs. There is a 9

vast number of people who are still working, who are trying to 10

amass the funds to make the first-time home buyer 11

down payments, but who have no idea about the world of finance, 12

about how to prepare themselves to enter that world. There 13

are a vast number of people who will be potential applicants, 14

bank loan applicants. We need to reach out to them. 15

Once we've reached out to them, we need to make sure 16

that there are sites that -- where they can get products that 17

are related to them, both in rural and urban communities. And 18

we hope that those benefits will be encompassed in an 19

agreement that remembers them, that has products for them, 20

that does not close banks, that makes sure that they remediate 21

where bank loans and percentages between black applicants and 22

white applicants, Hispanic applicants are made more even- 23

keeled, and that we can demonstrate that there is equity and 24

opportunity. 25

Page 218

I do appreciate the opportunity to speak with you 1

today, and hope that these comments will be taken into 2

consideration. Thank you. 3

MS. BANTA-LEWIS: Thank you for those comments. 4

We'll now hear from Rawan Elhalaby. 5

MS. ELHALABY: Thank you. Good afternoon. My name 6

is Rawan Elhalaby, and I'm the associate director of economic 7

equity at the Greenlining Institute. 8

The Greenlining Institute is a state and national 9

policy research organization and leadership development 10

organization working to advance economic opportunity and 11

empowerment for people of color and low-income communities. 12

Founded in 1993, and based in Oakland, California, Greenlining 13

envisions a nation where communities of color thrive, and 14

where a person's race is never a barrier to economic 15

opportunity. 16

We work alongside a coalition of over 40 grassroots, 17

community-based organizations, including minority business 18

associations, community development corporations, and civil 19

rights organizations. Our advocacy addresses the root causes 20

of racial, economic, and environmental inequities to 21

meaningfully transform the material conditions of communities 22

of color in California and across the nation. 23

In this testimony I wish to emphasize that U.S. 24

Bank's proposed acquisition of Union Bank will result in an 25

Page 219

outsized impact on California's communities of color. The 1

loss of Union Bank and its CRA activity, including significant 2

investments in housing and community development, will reduce 3

the ability of communities of color to access credit and 4

financial services that are necessary to bridge the racial 5

wealth gap. 6

I am particularly concerned, that while U.S. Bank 7

has engaged in conversations with community groups -- and for 8

that we are very appreciative -- the bank has not made 9

adequate commitments to communities of color that are 10

specific, quantifiable, and reflective of the size of this 11

acquisition. 12

In California, the black home ownership rate is 37 13

percent, and the Latino home ownership rate is 44 percent. 14

Financial institutions like U.S. Bank are obligated to meet 15

the credit needs of these communities that make a meaningful 16

effort to bridge the racial wealth and home ownership gap. 17

It's important that the Federal Reserve Board and the OCC 18

scrutinize the extent to which the acquisition of Union Bank 19

by U.S. Bank will disrupt or contribute to efforts to meet the 20

needs of California's most historically marginalized 21

communities in the areas of wealth building through affordable 22

and targeted products and services, diverse staff and 23

leadership, and branches. 24

I am particularly concerned about the potential 25

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closure of branches due to this merger in the long term. The 1

consolidation of banks has led to a significant decrease of 2

bank branches in majority-minority neighborhoods. In these 3

neighborhoods, where broadband access and transportation is 4

limited, bank branches are critical for meeting the needs of 5

people of color. With fewer branches, communities of color 6

are targeted by predatory, non-bank lenders to meet their 7

credit needs. 8

The only remedy for these concerns, an indicator of 9

public benefit of this merger, is a community benefits 10

agreement that makes concrete commitments to the communities 11

most impacted. These are communities of color, especially in 12

California, where 90 percent of the acquired assets of Union 13

Bank are located. These commitments must directly address 14

racial inequities perpetuated by bank consolidation. 15

For now, in the absence of a strong community 16

benefits agreement that meets the needs of California 17

communities, I oppose this merger application. This concludes 18

my remarks. 19

MS. BANTA-LEWIS: Thank you for those comments. We 20

will now hear from Debra Gore. 21

If you could, turn on your camera and come off mute. 22

MS. GORE-MANN: Hello, my name is Deborah Gore-Mann, 23

and I'm the president and CEO of the Greenlining Institute. I 24

also serve on the San Francisco Federal Reserve Community 25

Page 221

Council Advisory Council under Mary Daly's leadership. 1

U.S. Bank said in a statement, "With the 2

acquisition, U.S. Bank will gain more than one million loyal 3

consumer customers (inaudible) and about 90,000 small business 4

customers, in addition to approximately 58 billion in loans 5

and 90 billion in deposits. The combination will improve U.S. 6

Bank's position -- deposit position in California from tenth 7

to fifth, and will significantly increase its customer base in 8

California." 9

California has a lot at stake in this acquisition. 10

It is our trusted relationship with our banks in California 11

that demonstrate value. We express that value through a 12

commitment of a community benefits agreement in writing and in 13

deeds. U.S. Bank has provided an initial draft of the CBA, 14

and we were appreciative of that effort. And U.S. Bank must 15

now offer a definitive commitment to a CBA that is yet to be 16

received or in place. 17

Since 1977, banks have been required by the CRA to 18

lend to LMI neighborhoods. But 40 years later, figures 19

from the Census Bureau show the average white family was worth 20

15 times more than the average black family. Fundamentally, 21

CRA is not reversing the historic damages of racial 22

discriminatory redlining. Despite these disparities, 99 23

percent of the national banks receive a satisfactory or 24

outstanding grade on their inspections under CRA. 25

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In a U.S. Bank quote to public comments, they 1

respectively -- respectfully submit that, when acting on an 2

application, the agency should consider the OCC's own 3

findings. The CRA's performance of each bank has been 4

outstanding on an overall basis, as well, in California. So 5

if the CRA is in need of modification, U.S. Bank is requesting 6

that the OCC's own findings should be considered, then perhaps 7

we should pause to consider the effectiveness of the outdated 8

CRA performance. 9

U.S. Bank, in another statement, said the acquisition 10

will enable it to offer improved technology to Union Bank's 11

one million customers, and it expects to offer a combination 12

of online and in-person services across former Union Bank 13

areas. 14

Most recently, the Greenlining Institute published a 15

research piece titled Algorithmic Bias Explained: How 16

Automated Business Decisions Becomes an Automated 17

Discrimination. Algorithmic bias occurs when an algorithmic 18

decision creates unfair outcomes, and unjustifiably and 19

arbitrarily privileges certain groups over another. The 20

consolidation of banking and explosive expansion of fintech 21

will serve to simplify -- excuse me, amplify the algorithmic 22

biases that are moving faster than CRA, and faster than 23

regulation. 24

We are especially concerned that a transaction that 25

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will move a bank from tenth to fifth in California might 1

create this algorithmic bias. We request that a CBA be 2

required and cited if an approval is granted to the bank. 3

Thank you, and that concludes my remarks. 4

MS. BANTA-LEWIS: Thank you for those comments. 5

We'll now hear from Holden Weisman. 6

If you could, turn on your camera and come off mute. 7

MR. WEISMAN: Great, thank you very much. My name 8

is Holden Weisman, I am the senior director for economic 9

equity at the Greenlining Institute. I'm testifying today in 10

opposition to the proposed merger of U.S. Bank and Union Bank 11

until such time as a strong, clear, and detailed community 12

benefits agreement is negotiated between the new bank and its 13

community-based partners. 14

To underscore the need for such a CBA, above and 15

beyond what my colleagues have already stated, I would like to 16

specifically highlight our concerns regarding the lack of home 17

lending to low-income communities and communities of color in 18

California, compared to similar banks in the state. 19

A home is the largest asset most individuals or 20

families will ever own in their lives. And for most, this 21

purchase will also represent the most significant source of 22

wealth and the greatest potential for intergenerational wealth 23

transfer. The home ownership rate in California is already 24

one of the lowest in the country. And as you previously 25

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heard, this rate falls even lower for black and Latino 1

communities in the state. 2

Were the combined bank to continue the trends we have 3

observed in U.S. Bank's personal home lending to these 4

communities, based on the data we have seen to date, we would 5

be very concerned that their lower levels of lending to both 6

LMI communities and communities of color would exacerbate the 7

already staggering racial wealth gap in California. 8

On nearly every metric, in comparison to its peer 9

banks lending in our state, U.S. Bank under-performs and its 10

personal mortgage lending to low and moderate-income 11

borrowers, its lending in LMI census tracks, its lending to 12

African American and Latino borrowers, and its lending in 13

majority-minority neighborhoods, among other segments of its 14

home lending, where it also currently falls short. 15

In general, we are concerned that the observable 16

disparities between U.S. Bank's lending to white borrowers and 17

borrowers of color increases the already substantial risk for 18

a new era of redlining in mortgage lending. 19

The representatives of U.S. Bank asserted earlier 20

today that the combination of these two institutions will 21

produce a stronger overall bank. While Union Bank has 22

performed significantly better on nearly all the measures I 23

referenced, we are greatly concerned that the under- 24

performance of U.S. Bank in these areas will be the dominant 25

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lending culture at the combined bank, barring commitments to 1

reserve -- to reverse these current trends. 2

Based on the home lending data we have seen, 3

combined with a poor record of branch closures, as previously 4

outlined by my colleagues earlier in the day, we must first 5

see verifiable action to course correct. U.S. Bank must now 6

commit to increased lending in communities of color and LMI 7

neighborhoods. Until such a commitment is agreed upon as part 8

of a strong community benefits agreement, we will continue to 9

oppose this merger. 10

This concludes my remarks. Thank you very much. 11

MS. BANTA-LEWIS: Thank you for those remarks. 12

We'll now hear from Monica Palmeira. 13

If you could, turn on your camera and come off mute. 14

MS. PALMEIRA: Hi, can everybody hear me? 15

MS. BANTA-LEWIS: We can. You may begin your 16

remarks. 17

MS. PALMEIRA: Great, thank you. Good afternoon. 18

My name is Monica Palmeira, and I am the fourth -- and I 19

promise, final -- representative from the Greenlining 20

Institute, where I focus on climate finance. 21

It is absolutely critical that this proposed merger 22

seriously grapple with environmental justice and climate 23

change-related considerations. I know that this may not be a 24

traditional topic in bank mergers, but we know an institution 25

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of the size this merger would create absolutely plays a role 1

in our societal response to climate change. The IPCC, the 2

International Panel on Climate Change, just came out with a 3

new report, and confirms there is a rapidly closing window of 4

opportunity to address climate change. 5

Given the potential ripple effects of this merger, 6

my comments today will outline tangible steps that this new 7

institution can take to be a better actor on issues of 8

climate. 9

First, as it relates to managing climate-related 10

risk, we appreciate hearing that U.S. Bank committed back in 11

2021 to voluntarily reporting on its greenhouse gas emissions, 12

and that the intention is for this new institution to do the 13

same. 14

That said, regulators will soon require institutions 15

to report on their emissions, so this will simply become, you 16

know, standard business practice in the near term. So 17

anticipating this, we would like to see this new institution 18

make a commitment to disclosing its Scope 3 emissions in 19

particular, which includes the emissions across the 20

institution's supply chain. 21

Additionally, Union Bank's parent company is listed 22

as the number-six financial institution in funding fossil 23

fuels, with $147 billion in support between 2016 and 2020. On 24

the flip side, during the same time period, MUFG has given 25

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approximately 21 billion in environmental financing for green 1

projects. In other words, MUFG's green initiatives were 2

dwarfed by its investments in fossil fuels, which were 3

approximately seven times larger. 4

U.S. Bank, on their own, has made a commitment in 5

2021 to investing 50 billion in environmental finance by 2030. 6

So we ask, what will this look like for this new institution? 7

We have heard interest in ESG and environmental 8

goals, but nothing concrete. So we urge the banks to make a 9

commitment to close the gap between the financing of fossil 10

fuels and so-called green investments. This should include no 11

further expansion of fossil fuel support and financing. 12

Second, we want to see proactive investments in 13

community climate resilience. It is critical that this new 14

institution not use financial risk due to climate change as a 15

reason to draw down investments in frontline communities. We 16

know that these frontline communities are the communities most 17

in need of investment and support from financial institutions. 18

Therefore, we want to see this commitment to not pull back on 19

investment made clear. 20

Further, we appreciate that there is interest in 21

pursuing partnerships and investments in affordable energy, 22

technology, climate resilience. In a community benefits 23

agreement we would like to see a dollar amount commitment to 24

these kinds of investments that should include also community- 25

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based provisions like a green, affordable housing; EV charging 1

infrastructure; community solar; et cetera, as well as 2

philanthropic contributions to organizations focused on 3

environmental justice. As mentioned earlier, these should 4

close the gap between fossil fuel investments and so-called 5

green investments. 6

We look forward to continuing the conversation. 7

That concludes my remarks. Thank you. 8

MS. BANTA-LEWIS: Thank you for those comments. 9

We'll now hear from Richard Girling. 10

If you could, turn on your camera and come off mute. 11

MR. GIRLING: Good afternoon. Thank you for this 12

opportunity to speak. My name is Richard Girling, and I'm an 13

active member of the San Francisco Public Bank Coalition. I'm 14

a trained economist who's been closely observing the financial 15

sector for the past two decades. 16

The collapse of the banking system in 2008 17

particularly struck me by seeing how vulnerable our financial 18

system is. I feel strongly that poor management decisions by 19

bankers precipitated the crisis, and felt it wrong to bail out 20

banks with billions while allowing millions to lose their 21

homes and jobs from foreclosures and the recession that 22

followed. After studying the financial crisis, I came to the 23

conclusion that excessive risk-taking and lax regulation was 24

largely responsible. 25

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On a personal level, I witnessed the devastation 1

that followed the banking crisis when I saw two long-time 2

African American homeowners on my block lose their homes due 3

to corrupt banking practices. These were great neighbors with 4

multi-generational households that were forced to relocate to 5

distant communities. 6

A close Latina friend of mine also lost her multi- 7

generational home due to foreclosure, forcing her to squeeze 8

herself and her two daughters into a studio apartment. 9

These occurrences took place all across America. 10

From 2007 to 2009, 2.5 million foreclosures were executed, 11

with 8 percent being black and Latinos. 12

A few years ago I retired from a career of teaching 13

economics in order to commit my time and energies into 14

improving my community. I'm doing this by using my economic 15

skills to look at the financial sector. My education and 16

these personal experiences have made me incredibly skeptical 17

about the soundness of our financial system and the principles 18

of the banking community. 19

I'm particularly concerned by the accelerating 20

degree of financial concentration, such as this consolidation. 21

Local banks are increasingly disappearing from our 22

neighborhoods. While there were 18,000 banks in 1984, today 23

there are fewer than 5,000. Branches are closing by the 24

thousands, with 4,000 eliminated since March 2020, one-third 25

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being in LMI and minority neighborhoods. 1

I oppose this merger, unless there are substantial, 2

enforceable agreements to ensure that there is, one, a 3

commitment to suspend foreclosures to enable people to stay in 4

their homes while recovering from the COVID economic fallout; 5

two, substantial expansion of lending for affordable housing; 6

three, no contraction of the total number of branches 7

operating as a consequence of this combination. 8

Thank you for your time, and that concludes my 9

comments. 10

MS. BANTA-LEWIS: Thank you for your comments. 11

We'll now hear from Francis McIlveen. 12

If you could, turn on your camera and come off mute. 13

MR. MCILVEEN: Hi. Can you see -- hear me? 14

MS. BANTA-LEWIS: We can. You may begin your 15

comments. 16

MR. MCILVEEN: Thank you. My name is Francis 17

McIlveen. I am the director of real -- development activities 18

and real estate at the Northern California Land Trust. We are 19

a community land trust, and a founding member of the 20

California Community Land Trust Network. Access to commercial 21

and retail mortgages have been essential for our programs. 22

I want to also just say that I wholeheartedly 23

endorse the comments by my colleague at the Network and the 24

folks at the Greenlining Institute. Those -- all those points 25

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are really well taken. 1

Just to give you some context, community land trusts 2

is one of the most enforceable and durable mechanisms for 3

permanent affordability of housing. A 2011 study showed that 4

the CLT homes had just a fraction of the rate of foreclosures 5

as open market homes did in the crisis of 2009. It was in the 6

low single digits. And that's because of the relationship and 7

the model and the enforceability of it. And I'm going to give 8

an example. 9

In 2009, in the collapse of the financial markets 10

and the foreclosure crisis, we had a home that was foreclosed 11

on, and taken by the lender with a credit bid. The lender had 12

engaged in the same profligate liar loan practices in the go- 13

go days of 2006, and had made the loan in an amount that was 14

more than double of what the restricted value of that home 15

was. But due to the invalidity of that deed of trust, and 16

because of the enforceability of the land lease, I was able to 17

get a rescission of that trustee deed without even using a 18

lawyer. And that's a fate that wasn't shared by a lot of the 19

BMR units across the country. That's just to give you a 20

perspective on how effective this model is of preserving 21

affordability and stabilizing our neighborhoods. And that's a 22

model that's out there. 23

We oppose the merger proposal, unless it's amended 24

to include a strong, detailed, and enforceable community 25

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benefits agreement that increases the investment by at least 1

50 percent in California, and addresses all of these other 2

concerns about racial equity and access that all of the folks 3

have been raising. You need to have a strong Community 4

benefits agreement to show that there will be a public 5

benefit. Otherwise, it does just the opposite. 6

We rely heavily on community banks to -- for our 7

commercial lending for our projects because of those 8

relationships there, and the responsiveness. They're the ones 9

that provide access to those loans, and the mergers work just 10

in the opposite direction by consolidating, moving the 11

decision-making out of the local neighborhood. And it has a 12

negative impact on our communities. 13

We want to see some specific access for commercial 14

loans that will play well with the public subsidies that we 15

get access to. 16

We want to see some loan products for housing 17

cooperatives, which is a form of home ownership, occupied 18

ownership. 19

And yeah, I'm out of time, so thanks. 20

GROUP 11 21

MS. BANTA-LEWIS: Thank you for those comments. We 22

will now move into Group 11. First we'll hear from Nicole 23

Suydam. 24

If you could, turn on your camera and come off mute. 25

Page 233

MS. SUYDAM: Great. Thank you so much for the 1

opportunity to speak with you today in support of U.S. Bank's 2

acquisition of Union Bank. My name is Nicole Suydam, and I'm 3

the president and CEO of Goodwill of Orange County, 4

headquartered in Santa Ana, California. 5

While we are most known at Goodwill for our thrift 6

stores and donation centers, we are most proud of our mission 7

to help people overcome barriers to employment. The people we 8

serve include those with physical and developmental 9

disabilities, mental health diagnoses, justice involvement, 10

limited work experience, and we also proudly serve U.S. 11

military veterans and their families. 12

U.S. Bank has been one of Goodwill of Orange 13

County's most involved corporate partners, with over 20 years 14

supporting our mission. Not only have they supported us with 15

hundreds and thousands of dollars of philanthropic 16

contributions, but they have provided us with community-minded 17

employees who have volunteered thousands of hours of their 18

time and talents serving on our board of directors and 19

committees. 20

When I think about our relationship with U.S. Bank, 21

I'm immediately reminded of the early days of the pandemic, 22

when U.S. Bank stepped up for us in a big way. As my team and 23

I were forced to close our stores and donation centers, we 24

made a commitment to keep our mission to serve this community 25

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open. We saw the sudden wave of unemployment that more than 1

doubled the need for Orange County food banks overnight, and 2

we knew we needed to help. We stood ready to deploy our 3

trucks, drivers, trailers, warehouse space to aid our local 4

food banks, but we knew we couldn't do it alone. 5

Upon hearing of our plan, U.S. Bank stepped up 6

quickly by awarding us a generous grant to use our supply 7

chain assets and team members to support emergency food 8

distribution in the early days of the pandemic. This support 9

made it possible to more than double the distribution capacity 10

at our local food banks, helping to distribute millions of 11

pounds of food to thousands of families and seniors who needed 12

it most. 13

I can personally attest to U.S. Bank's commitment to 14

serving the community, and believe wholeheartedly they will 15

continue to grow their commitment to support low-income and 16

communities of color even more in the coming years. For these 17

reasons I enthusiastically support U.S. Bank's acquisition of 18

Union Bank, and encourage the board to vote in favor of the 19

acquisition. 20

Thank you for your time. 21

MS. BANTA-LEWIS: Thank you for your comments. We 22

will now move to Lisa Wright. 23

If you could, turn on your camera and come off mute. 24

MS. WRIGHT: Good afternoon, Board. My name is Lisa 25

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Wright. I am the president of the Inland Southern California 1

United Way and 211+, and I'm here to speak to you about 2

our support of U.S. Bank's acquisition of Union Bank. 3

In our lived experience, U.S. Bank is one of the 4

most active and important partners in the work that we are 5

doing in the inland southern region of California. Our 211 6

contact center and our United Way programs directly serve a 7

million people, or a fifth of the population in our region. 8

All the people we serve are low-income individuals. Some of 9

the major issues faced by the people we serve are 10

homelessness, housing insecurity, unemployment, under- 11

employment and financial instability. 12

U.S. Bank has been a key participant and leader for 13

many of our financial stability programs and volunteer events. 14

U.S. Bank's large employee base shows up for us every time we 15

ask, and they offer both financial and volunteer support for 16

every program of ours that have need. The U.S. Bank is a 17

partner that we trust and value, and we believe the same 18

partnership will extend with the acquisition of Union Bank. 19

Thank you for your time. 20

MS. BANTA-LEWIS: Thank you for your comments. We 21

will now move to Jeffrey Lesk. 22

If you could, turn on your camera and come off mute. 23

MR. LESK: Okay, I don't see the camera, but can you 24

hear me on the microphone? 25

Page 236

MS. BANTA-LEWIS: We can hear you. 1

MR. LESK: Great. My name is Jeffrey Lesk, and I'm 2

the co-founder and president of New Partners Community Solar, 3

which is a Washington, D.C.-based non-profit promoting 4

environmental and energy justice. I am participating in this 5

hearing to support U.S. Bank's proposed acquisition of Union 6

Bank. 7

New Partners Community Solar finances and develops 8

solar arrays around the District of Columbia. We structured 9

our community solar program so that 100 percent of the 10

economic benefits of our solar energy production goes to D.C. 11

low-income households at no cost, enabling low-income 12

residents to participate in the new green economy in which 13

they have largely been excluded. Virtually all of our low- 14

income beneficiaries are individuals and families of color. 15

Our program was the model for Washington, D.C.'s Solar for All 16

program, now a national model for including our most 17

vulnerable residents and the benefits of renewable energy. 18

When New Partners undertook the expansion of our 19

program to magnify our ability to address climate change, 20

income inequality, and social justice, we reached out to U.S. 21

Bank, who became our equity investor, providing economic 22

viability to our new, larger phase, and enabling us to greatly 23

increase our ability to bring environmental justice to more 24

and more needy, diverse beneficiaries, including returning 25

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citizens recently being released from the criminal justice 1

system. 2

U.S. Bank helped us turn the map of renewable energy 3

beneficiaries in the District of Columbia from one centered 4

only in the wealthy areas of town to one benefiting residents 5

throughout the city, significantly including many residents of 6

wards 7 and 8, D.C.'s poorest wards. 7

As important as the financial investment was -- and 8

it was absolutely critical -- U.S. Bank was a true partner in 9

the program. Their team provided us not just with investment 10

funding, but with technical assistance, access to in-house and 11

third-party professionals, perspective on industry standards 12

and protocols, and additional financial support. They 13

facilitated our participation in a learning session for the 14

National Solar Energy Industries Association, encouraging 15

others to explore supporting this type of program nationally. 16

Prior to co-founding New Partners, I was a 17

nationally oriented affordable housing and community 18

development attorney for over three decades. As a working 19

attorney and an industry-wide representative, I worked closely 20

with U.S. Bank on many transactions and in many contexts. 21

Their CRA and other community development investments and 22

efforts are well known and well respected, and you've heard 23

about many of them today. 24

When I was an adjunct professor of community 25

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development finance, I often turned to U.S. Bank projects as 1

examples of thought leadership and addressing the way that a 2

variety of different programs could be combined to build a 3

broad-based, comprehensive approach to addressing the needs of 4

our low-income communities. This acquisition will provide 5

them with the ability to further leverage what I've personally 6

seen to be a thoughtful, consistent approach to inclusive 7

community development. Thank you. 8

MS. BANTA-LEWIS: Thank you for those comments. 9

We'll now hear from Charisse Bremond. 10

If you could, turn on your camera and come off mute. 11

MS. BREMOND: Yes. Hello, good afternoon, everyone. 12

Can you hear me? 13

MS. BANTA-LEWIS: We can hear you. 14

MS. BREMOND: Great. My name is Charisse Bremond 15

Weaver, president and CEO of the Los Angeles Brotherhood 16

Crusade. We are a 54-year-old non-profit who has been a 17

champion for equality, equity, and serving the most vulnerable 18

families in south Los Angeles and surrounding communities. 19

Each year the Brotherhood Crusade provides direct 20

services to more than 3,000 LMI youth and young adults that 21

focuses on employment, financial literacy, mentoring, 22

education, health and wellness, an additional 25,000 residents 23

through special projects (sic). The organization has been a 24

beacon of hope by improving the quality of life for the 25

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voiceless. 1

The Brotherhood Crusade has been fortunate for 2

decades to receive the support from U.S. Bank and Union Bank 3

to support our work. Union Bank has been an exceptional 4

partner with providing financial resources for -- but more 5

important, key leadership has volunteered their time to 6

provide financial literacy and mentorship to young adults from 7

the age of 16 to 24 who have not been connected to resources. 8

We're hopeful, with this merger, that the community 9

will not suffer from the merger. We would like U.S. Bank to 10

work with Union Bank leadership to ensure the non-profit 11

sector is not taking a hit from the merger. The level of 12

support to the non-profit sector should be amplified, and not 13

decreased. This is a critical time in our communities that 14

serve the most vulnerable who are suffering from unemployment, 15

food insecurities, lack of investments in the black and brown 16

community. 17

This merger will allow U.S. Bank to take a strategic 18

approach, with investing more with black, Hispanic, and Latino 19

businesses and, more importantly, investing more with BIPOC- 20

led non-profit organizations. 21

We thank you, and we hope U.S. Bank does the right 22

thing by our community. 23

MS. BANTA-LEWIS: Thank you for those remarks. 24

We'll now hear from Ryan Weyandt. 25

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Ryan Weyandt has submitted a PDF presentation that 1

he will refer to during his oral remarks. This PDF 2

presentation is posted to the Board's public website at the 3

same location where each attendee registered to attend this 4

public meeting. 5

MR. WEYANDT: Thank you so much, and good afternoon, 6

Board of Governors and committee members, ladies and 7

gentlemen. My name is Ryan Weyandt. I am the chief executive 8

officer of the LGBTQ+ Real Estate Alliance, a Twin Cities- 9

based national 501(c)(6) non-profit organization. We are 10

dedicated to advocacy, education, philanthropy, and business 11

growth within the LGBTQ+ segment of the real estate and 12

housing industries, as well as increasing the LGBTQ+ home 13

ownership rate in this country. 14

It gives me a great pleasure this afternoon to be 15

able to speak to you from Las Vegas, Nevada, where just 20 16

minutes ago, actually, I was on stage in front of 1,500 17

realtors, talking about the importance of equity, equality, 18

and fair housing for the LGBTQ+ in real estate, finance, and 19

housing. 20

As some of you know, today in America it is legal to 21

discriminate against our community in all things real estate 22

and finance, because of the lack of Federal protections for 23

the LGBTQ+ community, and the absence of state protections in 24

29 states. Yes, that's correct. In more than half the 25

Page 241

country today, LGBTQ folks do not have protection under the 1

law in everything from buying to selling to financing to 2

renting and seeking of shelter. This has been verified 3

several times by our friends at the Human Resource Campaign. 4

The PDF, which I'm sharing with you, which I would 5

encourage you to flip through, it's a 40-some-page, fully 6

illustrated, first-time home buyer guide, which U.S. Bank was 7

instrumental in working with our organization to create. U.S. 8

Bank, through their partnership with the alliance, has enabled 9

us the financial means and resources to be able to speak 10

across the country in communities everywhere about the 11

importance of fair and equal housing. 12

Our partnership with U.S. Bank has enabled hundreds 13

of folks to engage in the pathway to home ownership through 14

combined efforts around financial literacy and understanding 15

what generational wealth really is, and how to obtain that 16

through home ownership. They've helped us in educating folks 17

to the needs and opportunities which exist within the LGBTQ 18

community and our communities across the country, which hold a 19

combined $1.2 trillion economic potential on the United States 20

economy. 21

One such example, as I said, of a extremely 22

successful cooperative initiative is this guide, which you are 23

now able to view. We did have other collaborative buy-in, but 24

U.S. Bank mainly underwrote it. U.S. Bank was instrumental in 25

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providing base funding to assist in the data collection which 1

didn't exist prior to this, and the publication of this 2

resource, which has now been downloaded and distributed 3

thousands of times throughout the country by realtors, real 4

estate professionals, and community members in the LGBTQ+ and 5

allied communities. 6

Additionally, as you may know, LGBTQ racially 7

diverse communities do hold the lowest home ownership rates in 8

this country. U.S. Bank is actively working with the alliance 9

to address this. 10

The LGBTQ+ Real Estate Alliance is in favor of this 11

merger between U.S. and Union Banks, as we believe it will 12

create direct channels for distribution of resources, 13

education, and financial literacy, resulting in increased home 14

ownership rates as a result of U.S. Bank's dedication to 15

community partners' specifically and often ignored minority 16

communities like the LGBTQ+ community. 17

Thank you all for your time and consideration this 18

afternoon. 19

MS. BANTA-LEWIS: Thank you for those comments. 20

We'll now hear from Brad Ketch. 21

MR. KETCH: Good afternoon. 22

MS. BANTA-LEWIS: If you could, turn on your camera 23

and come off mute. 24

MR. KETCH: Thank you. The CBA commitment by -- 25

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excuse me. Give me one moment, please. I recognize I'm using 1

up my time. 2

MS. BANTA-LEWIS: No, you're totally fine. You may 3

begin. 4

MR. KETCH: Thank you. 5

MS. BANTA-LEWIS: I -- 6

MR. KETCH: There we go. The contemplated CBA 7

commitment is going to largely be a commitment to our 8

struggling suburban and rural areas. 9

Suburban poverty everywhere has become much worse 10

lately, as shown by our experience here in Portland. East 11

Multnomah County is the part that sits outside of Portland, 12

where there are a couple of branches. The income disparities 13

are stark, and median household income is less than half of 14

what it is in Portland. And in just the last eight years, 15

this gap has more than doubled. 16

Suburban poverty in Portland is not much different 17

than it is in metro areas across your footprint. Almost all 18

the racial, ethnic, and income diversity in Portland occurs in 19

east Multnomah County. In our little neighborhood called 20

Rockwood, there's over 90 languages spoken at home, in just a 21

2-square mile radius. 22

We have the worst outcomes for health, the youngest 23

population, the worst educational attainment, and the lowest 24

participation rates for financial products. We are the most 25

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rent-burdened neighborhood in Oregon. 1

While the financial need is huge and growing, the 2

suburban and rural areas don't really compete well against the 3

big cities when resources are distributed. My organization is 4

a BIPOC-led non-profit that exists to address these and other 5

problems that we would characterize as existing at the 6

systemic level. 7

We want to help large system players like the banks 8

engage more meaningfully. Our approach is to be a backbone or 9

a hub that can help our community create a new narrative for 10

itself. And our core strategy is to coordinate and build the 11

capacity of people, companies, and groups to make east 12

Multnomah County a place where everyone can learn, earn, and 13

belong. 14

One area of capacity building that we have had 15

success with lately is with the small, culturally-specific 16

non-profits. They have great impact within their specific 17

communities, but frequently lack the back-office function, the 18

scale, or the financial sophistication to effectively grow. 19

To these groups, the first rung of the banking ladder is 10 20

feet off the ground. An effective intermediary can make that 21

first rung two feet off the ground for these excluded 22

populations. 23

Our strategy as an intermediary works. We have 24

banded together into BIPOC-led collaboratives that are 25

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delivering results. It's so effective that, recently, the 1

U.S. Small Business Administration awarded us a $1 million, 2- 2

year grant to build on these relationships in order to 3

stimulate the formation and growth of a BIPOC business 4

network. We invite the banks to join the SBA in committing 5

funds to this new network. 6

We believe that, if the bank is to achieve their 7

equity goals, they will need to build the capacity of 8

intermediary organizations in the suburban and rural areas 9

like us. We invite them to play their part in scaling up 10

backbone organizations that will, in turn, reach the hard to 11

reach, but critically important target populations. 12

Thank you for listening to my testimony, and this 13

concludes my remarks. 14

MS. BANTA-LEWIS: Thank you for those comments. We 15

will now hear from Elise Buik. 16

If you could, turn on your camera and come off mute. 17

Wonderful. You may begin your comments. 18

MS. BUIK: Great. Good afternoon. Thank you so 19

much for allowing time to hear from important community 20

leaders. My name is Elise Buik, and I'm the president and CEO 21

of the United Way of Greater Los Angeles. We serve the County 22

of Los Angeles, which represents 10 million people across 88 23

cities. 24

I'm here to speak to the amazing partnership that 25

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the United Way of Greater Los Angeles has had with the U.S. 1

Bank for decades. We benefit from their leadership and their 2

involvement in the community, both from their leadership team 3

members and their employees, as they support and volunteer at 4

hundreds of LA-based non-profits to ensure that there is 5

continued investment in innovative programs to serve our local 6

communities' needs. 7

U.S. Bank shares the United Way's vision of creating 8

pathways out of poverty, and that is where we have partnered 9

together, really looking at how we break generational cycles 10

of poverty through our focus on education, economic mobility, 11

and housing, and ensuring that we're looking at how we achieve 12

together greater levels of racial equity. U.S. Bank has 13

partnered with us to ensure that low-income residents and 14

neighborhoods have access to the resources that are so 15

critical for them to thrive. 16

We especially saw U.S. Bank step up during the 17

pandemic. They and their team members worked with the United 18

Way and our partners to ensure that families and students had 19

access to food, to mental health supports, and to academic and 20

technology supports when our students went remote. 21

They were also instrumental in ensuring that 22

immigrant small business owners had the resources and support 23

they needed to weather the economic downturn that our region 24

faced. And U.S. Bank significantly increased their support as 25

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we are still weathering the fallout from the pandemic. 1

Most recently, the bank has really stepped up to 2

work with the United Way and our partners in trying to tackle 3

the most pressing issue facing our region. Unfortunately, we 4

have the distinction of being the homeless capital of the 5

nation, with more than 65,000 individuals living on our 6

streets. They are working with us to innovate new designs in 7

affordable housing construction and, most importantly, in 8

financing these projects at a scale that we can get to to stop 9

the inflow into homelessness. 10

I can't say enough about the leadership, the 11

involvement, and the commitment to the community that is a 12

core value of the U.S. Bank leadership team and their 13

employees, and we believe that this merger will help to expand 14

that impact and that commitment at our time when our community 15

needs us most. 16

So thank you very much for allowing me to share my 17

thoughts today. 18

MS. BANTA-LEWIS: Thank you for those comments. 19

We'll now hear from Calvin Holmes. 20

If you could, turn on your camera and come off mute. 21

MR. HOLMES: Good afternoon, ladies and gentlemen. 22

I am Calvin Holmes, president of the Chicago Community Loan 23

Fund, a 30 years young CDFI that is strengthening 24

Chicagoland's economy by improving its under-served 25

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communities. I also serve as the vice chair of the African 1

American Alliance of CDFI CEOs, and as a member of the U.S. 2

Bank Community Advisory Council. All three roles bring me 3

here today. 4

You can't say much in three minutes, so I will 5

rapidly share five examples of how I have seen U.S. Bank 6

support economic justice. 7

From my experience, I know that, through its 12 8

years of repeated and multi-sector investing in a once -- 9

community, Pullman, on Chicago's far south side, U.S. Bank has 10

demonstrated the level of risk it will take to help transform 11

an entire community. U.S. Bank has invested over $113 million 12

in Pullman, which has helped to create over 500,000 new square 13

feet of commercial space and over 1,500 new jobs, mostly for 14

local residents. 15

Furthermore, with Laura Vowell and Zach Boyers' 16

dedication, U.S. Bank is also a pioneer in a new movement to 17

help CDFIs that are new and/or led by persons of color that 18

have not been able to secure an allocation of the incredibly 19

impactful New Market Tax Credits. U.S. Bank has been 20

educating the CDFI fund on measures it could take to level the 21

playing field for less experienced CDFIs like mine. 22

The bank has also launched a new internal program, 23

whereby it literally gives want-to-be New Market Tax Credit 24

program allocatees a portion of its allocation to deploy to 25

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help them build their track record in the program, so they 1

will eventually win their own allocation. It did exactly that 2

-- it did exactly this for my agency just a few months ago, 3

and we immediately added the New Market Tax Credit project 4

experience to our New Market Tax Credit allocation application 5

that we just submitted in January. 6

And the bank is contributing to a national program 7

to teach want-to-be allocatees how to build winning 8

applications to the program. 9

Wearing my African American Alliance of CDFI CEO's 10

hat, U.S. Bank proactively seeded two programs that are 11

strengthening the capacity of our members, especially those 12

under $10 million in assets, to deploy loans and provide 13

technical assistance to reduce racial economic inequity in 14

predominantly black and brown communities. 15

Wearing my U.S. Bank Community Advisory Council hat, 16

the bank operates its advisory council with the best values: 17

transparency, honest dialogue, mutual respect, and action. 18

Led by Reba Dominski, the U.S. Bank Community Advisory Council 19

is a place where a community's -- where community leaders go 20

to solve problems. 21

For example, at a time when many institutions had 22

deemed small-dollar lending unprofitable, U.S. Bank listened 23

to us, and launched its simple loan program in 2018, allowing 24

U.S. Bank customers to borrow up to $1,000, providing a much- 25

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needed alternative to predatory payday loans. 1

In closing, as a member of the National Community 2

Reinvestment Coalition, CCLF's overall support of this merger 3

is directly tied to U.S. Bank's willingness to work with NCRC 4

to create a formal Community benefits agreement. And we lift 5

our voices in chorus with our fellow advocates regarding many 6

of the issues discussed in this meeting and in other forms 7

across the country, including the call to minimize branch 8

closures in LMI communities. 9

Our experience with U.S. Bank is that it strives to 10

do the right thing. 11

Thank you again for this hearing. 12

MR. OLSON: All right, thank you, Mr. Holmes, and 13

thank you to all the speakers in our last segment. 14

We are about to go on break. But before we do so, I 15

just want to ask, if you are a speaker in Group 12, we would 16

ask that you return at 5:25 p.m. Eastern Time to ensure there 17

are no technical difficulties. For everyone else, we will 18

resume at 5:30 p.m. Eastern. Thank you. 19

(A brief recess was taken.) 20

GROUP 12 21

MS. MURPHY: Good afternoon, good evening, everyone. 22

We are now ready to get started with Group 12, so I will hand 23

this off to Meagan. 24

MS. BANTA-LEWIS: Wonderful. Yeah, first we're 25

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going to be hearing from Hyepin Im. 1

If you could, turn on your video and come off mute. 2

Wonderful, you may begin -- yes, you may begin your 3

remarks. 4

MS. IM: Good afternoon, or good evening. My name, 5

again, is Hyepin Im. I serve as CEO and founder of a non- 6

profit, Faith and Community Empowerment. For 20 years we have 7

really been a bridge between church and community, as well as 8

the AAPI community. 9

And we do have a good working relationship with U.S. 10

Bank, as well as Union Bank. Both banks have funded and 11

supported many of our initiatives, including our home 12

ownership initiative. Black and Korean home ownership rate is 13

the same, nationally, and they have been supportive of our 14

work that serves not just Korean, but, really, all 15

communities, as well. 16

At the same time -- and also, with Union Bank we've 17

had a stronger relationship. I've been on their community 18

advisory board, and they have funded beyond our home ownership 19

with some of our other recent anti-Asian, black-Asian 20

solidarity efforts, as well. 21

I wanted to say, though, that serving on the board 22

previously with Greenlining Institute, as well as with CRC, 23

I've seen the power and benefit of a written formal Community 24

benefits agreement. Even though we, again, enjoy great 25

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relationships, it is during those annual or semiannual 1

meetings that we get access to those data, and to be able to 2

ask questions of, you know, them honoring those commitments. 3

And so I would really like to recommend and ask that there 4

would be a requirement for a formal Community benefits 5

agreement. 6

I think it also facilitates conversations and 7

relationships that is not in the normal discussions of a -- as 8

a grantee versus a grantor. 9

In addition, I would like to also say that, in a 10

merger, you know, funding tends to collapse. Also, staffing 11

tends to collapse. And I think, again, relations are so key, 12

in terms of funding and generating ideas, and bringing issues 13

to the table. And I believe that, especially with Union Bank, 14

they have really made some deep investments. And I would 15

really like to ensure that there will be continuity of some of 16

those key staffing who have those longstanding relationships, 17

or else that -- it will be lost, in terms of that. 18

And I have, again, experienced many mergers where 19

that relationship is gone, and then suddenly the -- our 20

contact and our funding also disappears. And I think that, 21

again, funding for non-profits -- they're really the only ones 22

during a community crisis that stands in the gap, and has 23

their hands and feet on the ground, and knows those resources, 24

and can be that advocate. But without those kind of 25

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commitments, I think it would be a travesty. 1

And again, with communities of color, women -- that 2

during this current environment, it is even more pressing than 3

ever that these type of benefit agreements exist, and one plus 4

one should equal minimum two, if not more. And we expect 5

that, and ask for that in the Community benefits agreement. 6

Thank you so much. 7

MS. BANTA-LEWIS: Thank you for your comments. 8

We'll now hear from Nikki Beasley. 9

If you could, turn on your camera and come off mute. 10

MS. BEASLEY: Okay, here I am. Well, good evening, 11

good afternoon. My name is Nikki Beasley, executive director 12

of Richmond Neighborhood Housing Services based in California, 13

and supporting the immediate Bay Area counties. 14

In full transparency, I sit here with a number of 15

different lenses for my comment today. I am newly appointed 16

to Union Bank's Community Advisory Board, and also a appointee 17

of the Federal Home Loan Bank's Affordable Housing Council, 18

and also sit on CRC's board, and active member, as well as sit 19

on a CDFI board, CDF Community Vision. The reason that I 20

share those appointments is to share my comments come from 21

that lens. 22

I'm here to also talk about the importance of a 23

community benefits agreement. It really should be a staple 24

that can be leveraged in the community, not just the 25

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stakeholders, but community members can understand exactly 1

what the commitment of the bank will be to the communities 2

that they care so much about. 3

And what I'm looking at is the Community Benefits 4

Plan framework, which I believe was a response to CRC's 5

request or recommendations for a community benefits agreement, 6

and at first glance was somewhat disappointed in the response. 7

I felt that what was shared was very -- from the recommended 8

community benefits agreement, it was very thought out. There 9

was some specific outcomes, expectations, and goals, and what 10

was received was very general, at best, lackluster, basically 11

all -- using all of the taglines. 12

And I do need to say, from a community stakeholder, 13

we're no longer impressed by the large numbers. Where it 14

states, you know, a minimum of $115 million in contributions 15

over 5 years, when I look at that map, that's about $23 16

million made nationally. And with all of the segments of work 17

that's needed, it's hard to assume how those funds will be 18

allocated. 19

I do want to say that -- it was mentioned earlier -- 20

we have a stronger relationship with Union Bank. They've done 21

an incredible job in supporting us. We're looking forward to 22

seeing how we can be more engaged with U.S. Bank. And with 23

this merger potentially making this bank the fifth largest, 24

the expectation is that there's clear transparency and 25

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accountability to the communities that they will be adopting, 1

and that we will need more, and that the investment should 2

represent their being the fifth largest, and when numbers are 3

represented, being able to break that down. 4

Because again, from a community standpoint, it's 5

hard to understand really what the amounts will show in the 6

community, because many of these areas are still disinvested, 7

disenfranchised, and we don't see the actual outcomes that I'm 8

sure the bank has every intention to make. 9

Thank you so much. 10

MS. BANTA-LEWIS: Thank you for those comments. 11

We'll now hear from Rudy Espinoza. 12

If you could, turn on your camera and come off mute. 13

MR. ESPINOZA: Hi, everybody, thank you so much for 14

having me. Good afternoon. My name is Rudy Espinoza. I 15

serve as the executive director of Inclusive Action, a non- 16

profit CDFI based here in LA that is dedicated to advocating 17

for economic justice and providing access to capital to 18

entrepreneurs. 19

Our organization, like many CDFIs, exists because of 20

the lack of policies that encourage lending in our 21

communities. Our organization has deployed hundreds of 22

thousands in microloans to support entrepreneurs that have 23

been marginalized by banks and our economy. We have also 24

advocated for policies that support rights for workers and for 25

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entrepreneurs, and we do this because we believe that both 1

access to capital and justice-seeking policies are necessary 2

to address the widening income inequality that we see. 3

The bank executives this morning shared their 4

willingness to continue to invest in the community. We've 5

heard that they remain committed to supporting the communities 6

we work in. We also heard today that U.S. Bank and Union Bank 7

sponsored charity dinners, provide small grants to local 8

programs, and even encourage its staff to volunteer in the 9

community. Some even serve on our board of directors. We 10

heard that the banks support affordable housing, especially 11

through the use of New Market Tax Credits. These actions 12

should be welcomed. We should thank them for their 13

contributions. 14

But we also have to ask ourselves, what are the 15

clear community benefits that this merger will yield? 16

We should also ask, what are the characteristics of 17

a good community partner in the context of today's 18

proceedings? 19

Is a good community partner the one that sponsors a 20

local small business fundraiser, but doesn't lend directly to 21

black and brown entrepreneurs? 22

Is a bank outstanding if they provide a $10,000 23

grant to support a financial coaching program, but won't open 24

a bank branch in that same neighborhood? 25

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Is someone truly a promoter of affordable housing if 1

they avoid lending to our communities without a Federal 2

subsidy or a tax credit? 3

These are the main questions that we should discuss, 4

and I'm happy that the banks that we're talking about today 5

are issuing grants to non-profits. And -- but the hearing 6

today is reviewing an $8 billion transaction, and we have to 7

stay focused on the transaction that will create a $680 8

billion bank. We can't simply approve it because the banks 9

are providing small grants to our events. 10

I want to congratulate the banks for an outstanding 11

CRA rating, but this does not mean that the community believes 12

them to be outstanding. 13

We are seeking a strong partnership with financial 14

institutions like U.S. Bank and Union Bank, but our 15

communities are demanding a truly strong partnership, one that 16

moves beyond what we've seen in the past. We need more than 17

small grants for our programs. We need loan products that are 18

accessible and useful. We need bank branches in our 19

communities, and we need an ironclad commitment for more 20

investment. That's something that's missing today. 21

I'd like to thank you all for listening to today's 22

proceedings, and I humbly request that you, as our regulators, 23

consider opposing this merger unless there is a clear 24

community benefits agreement in -- with details -- in place 25

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beforehand. These banks are asking for your approval to 1

merge, and it is more than reasonable to request that they 2

work with community organizations to outline commitments 3

before that decision is made. Thank you. 4

MS. BANTA-LEWIS: Thank you for those comments. We 5

will now hear from YaVette Holts. 6

If you could, turn on your camera and come off mute. 7

MS. HOLTS: Good afternoon, everyone. Thank you for 8

inviting testimony and feedback from community, and not just 9

regulators or the stakeholders involved. I really appreciate 10

and respect this opportunity, and want to encourage all who 11

are aware that the 60 percent of the U.S. Bank closures are -- 12

have been, in the last year, major-minority [sic] communities. 13

And with regard to the currently 46 percent closures 14

in those same communities, that's a total of 752 banks being 15

closed in at-risk and under-served communities. That's before 16

this merger. 17

As my colleague just stated, it's an $8 billion 18

transaction that seeds a $680 billion entity. And what we 19

want to do is maintain or encourage a level of transparency 20

and commitment to the opportunity that this provides. 21

So rather than doing the most to do the least, we're 22

looking for these entities, these large institutions who have 23

roots in these communities, to take the information that 24

they've learned from experience in these communities with 25

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their clients and understand and activate on the ways that 1

they can actually use this opportunity to establish and 2

encourage new programs and access to funds and opportunities 3

to support the structural aspects of those communities, 4

financially speaking, to not just give the grants or -- sorry, 5

loans, but to create structures that carry it on in the 6

future, ad infinitum. 7

So ceding aspects that create opportunities going 8

forward, and also that these branches and opportunities within 9

those branches are consistently connected to the needs of the 10

community. And so that is an -- that is a -- continuing to 11

listen and stay connected, and also continuing to bring 12

opportunities that are long-lasting and seed future financial 13

resiliency. 14

MS. BANTA-LEWIS: Thank you for those comments. We 15

will now hear from Clarence Williams. 16

If you could, turn on your video and come off mute. 17

MR. WILLIAMS: Good afternoon. My name is Clarence 18

Williams, and I'm a board member of California Reinvestment 19

Coalition. 20

Briefly, my appearance and testimony today is for 21

the purpose of opposing this merger. 22

My opposition, notwithstanding, recognizes a rich 23

and supportive relationship with both U.S. and Union Bank. I 24

have served on Union Bank's Advisory Boards -- Advisory 25

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Committee, excuse me, under the leadership of Rick Hartnett -- 1

Rich -- excuse me, yes, Rick Hartnett, and I've hosted the 2

first California reinvestment meeting with Union Bank, and 3

then President Rick Davis in our offices at California 4

Capital, where I served as president for 30 years. 5

My years of service recognizes that, although 6

resource -- although providing resources, strong resources to 7

support the collaboration with community development and non- 8

profits is vital, many of those programs, and many of the 9

support thereof, is a result of hours of friendly and 10

adversarial negotiations, discussions, and recommendations and 11

-- in order to reach a commitment to these agreements. 12

I am reminded that our purpose in this work is to 13

eliminate gross inequality in income, assets, and wealth among 14

low-income and people of color. 15

My opposition to this merger is based upon the need 16

for a clearly stated, non-ambiguous spelling out in precise 17

language a strong community benefits agreement as a condition 18

of any potential merger agreement. Thank you very much. 19

MS. BANTA-LEWIS: Thank you for those comments. We 20

will now hear from Carolina Martinez. 21

If you could, turn on your video and come off mute. 22

MS. MARTINEZ: Thank you. Good afternoon. I am 23

Carolina Martinez, CEO of CAMEO, a statewide network of over 24

350 entrepreneurial training programs and small business 25

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micro-lenders in California. Annually, our members serve 1

about 100,000 various small businesses with training, business 2

and credit assistance, and loans. These firms, largely start- 3

ups with less than 5 employees, support or create 120,000 new 4

jobs in California, and generate a total of 7.5 billion in 5

economic activity. 6

The pandemic confirmed what we already knew in the 7

industry, that women and minority-owned businesses in LMI 8

communities experienced significant challenges to access the 9

resources they need to succeed. Our current partnerships have 10

allowed us to explore creative initiatives to meet those 11

needs. 12

For example, we thank Union Bank for launching an 13

innovative program three years ago to build the capacity of 14

organizations serving women entrepreneurs in California, 15

providing multi-year funding for operations, staff training, 16

and advocacy. 17

Most recently, Union Bank provided us with a loan 18

loss reserve grant, which allowed nine micro lenders to 19

leverage additional funding to be deployed in under-served 20

communities. 21

And U.S. Bank has partnered with us to build our 22

CDFI incubator, building the capacity of our industry. 23

As you can see, both U.S. Bank and Union Bank are 24

partners of CAMEO and our member organizations. 25

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As many people have testified today, we enjoy great 1

working relationships with the CRA teams from both banks, and 2

want to and need to continue working with them to address 3

local needs. 4

A merger threatens to contract the resources coming 5

to California and the small business ecosystem, statewide and 6

in the communities. 7

As the demand for our member services has grown, we 8

are concerned that, without a clear and strong community 9

benefits agreement, any contraction of funding will slow the 10

progress made to bring resources to the small businesses that 11

need it now, more than ever. 12

We strongly encourage U.S. Bank to ensure there is a 13

clear public benefit established, and call for the regulators 14

to oppose the merger until a strong community benefits 15

agreement has been put in place. 16

As our economy needs the small businesses to 17

recover, we would like to see an increase in funding compared 18

to the combined funding currently offered by both banks in 19

order to support non-profits that offer impactful programs, 20

including, but not limited to small business technical 21

assistance to under-served entrepreneurs, loan loss reserve 22

grants, outreach to LMI and minority communities, grants to 23

small businesses, and advocacy. 24

Thank you for the opportunity to testify today. 25

Page 263

MS. BANTA-LEWIS: Thank you for your comments. We 1

will now hear from Hilda Kennedy. 2

If you could, turn on your camera and come off mute. 3

MS. KENNEDY: Thank you very much. This hearing is 4

so important because of the California -- what the California 5

Reinvestment Coalition has duly pointed out: this proposed 6

merger may have the greatest impact of all recent mergers in 7

California's history, as it relates to LMI and BIPOC 8

communities. 9

My name is Hilda Kennedy, and I'm founder and 10

president of AmPac Business Capital. We are an SBA 504 11

community advantage and micro lender, as well as a community 12

development financial institution. And we've successfully 13

done close to $1 billion in SBA 504 loans for commercial real 14

estate and equipment for small businesses. We've partnered 15

with small businesses to do emerging and startup loans. And 16

we did more than $17 million in PPP loans. 17

We sit in the City of Ontario in the area known as 18

the Inland Empire, San Bernardino and Riverside Counties, two 19

of the largest counties in the country. And approximately 70 20

percent of our residents make up a minority group. And this 21

is why I'm testifying today. 22

We've had great partnership relationships, as others 23

have said, with U.S. Bank and Union Bank as a CDFI. They've 24

been incredible partners that allowed us to indelibly impact 25

Page 264

the lives of the small businesses that we've served. And 1

we've had partnerships with them that helped us to finance 2

women business owners because of the Union Bank Special 3

Purpose Credit Program. That's highly commendable. 4

And so, in order for us to build an inclusive and 5

fair economy that meets the needs of communities of colors, as 6

well as our entire population, a merger of this magnitude must 7

be both measured, and community benefits must be intentional 8

so that a gulf of investment benefits do not leave these 9

communities that are already reeling for recovery as a result 10

of the pandemic. Businesses who have already -- are already 11

nervous about large banks, because they weren't served by 12

large banks by and large during the pandemic. 13

So my ask is threefold of this incredible board. 14

In making the merger decision, make sure that there 15

are conditions that focus on bank closures to make sure these 16

communities are not left hanging without banking resources. 17

Make sure that the special purpose credit program of 18

Union Bank and all the staff members who have operated this 19

can be expanded and meet the needs of the community: women, 20

BIPOC businesses. 21

And ensure, as you've heard time and time again, 22

that the community benefits agreement for California is 23

protected and executed so that small business owners will not 24

be left out in the cold by another large bank merger. 25

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Thank you so much for this time, and I appreciate 1

the work you're doing. 2

MS. BANTA-LEWIS: Thank you for your comments. 3

We'll now hear from Willie Ellison. 4

If you would, turn on your camera and come off mute. 5

MR. ELLISON: Good afternoon. I'm Willie Ellison, I 6

am a board member with the Southern California Black Chamber 7

of Commerce, and CEO of Sapphire Marketing. 8

Southern California Black Chamber of Commerce -- 9

first off, thank you very much for this opportunity. The 10

Southern California Black Chamber of Commerce and the other 11

organizations I represent were members of the Alliance to 12

Close the Racial Wealth Gap. Chamber of Commerce, we are a 13

business organization that is dedicated to improving the 14

economic environment of the minority business community. We 15

are based in the Inland Empire, but we have 15 chapters within 16

all 5 of the counties in Southern California, with the 17

statewide reach along with the national cohort. 18

And at this time, none of our members have any type 19

of representation or affiliation or relationship with the 20

Union Bank or U.S. Bank. And I would like to think that this 21

merger would possibly bring job opportunities, supplier 22

diversity opportunities to the area. But that's just wishful 23

thinking. We hope it'll take place. 24

Right now the Alliance -- we are opposed to the 25

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merger, unless they approve the new commitment from U.S. Bank. 1

And although the CBA reads well, I would like to see a few 2

more specifics -- one in particular supporting the minority 3

media market with a specific dollar amount, not just saying 4

they'll double the spend, because we don't know what that 5

spend is right now. 6

We'd like to see them do a specific dollar amount 7

for a five-year period or longer, and also work with local 8

minority PR firms, advertising firms to help do the -- help 9

with the media buys. Some of their counterparts have done 10

commitments of $750 million over a 5-year period, working 11

directly with the minority media market, and we'd like to see 12

them commit to the same type. 13

We'd also like to see them make a commitment to 14

minority developers in the housing market, as well as 15

commercial market. 16

So with that being said, I would like to thank you 17

for the opportunity, and hopefully you could encourage them to 18

agree to a new commitment. Thank you very much for your time. 19

I appreciate it. 20

MS. BANTA-LEWIS: Thank you for your comments. We 21

will now hear from Norma Garcia. 22

If you could, turn on your camera and come off mute. 23

MS. GARCIA: Okay, thank you very much. Good 24

afternoon, Board of Governors of the Federal Reserve and the 25

Page 267

Office of the Comptroller of the Currency. Thank you for this 1

opportunity to testify. My name is Norma Paz Garcia, and I am 2

the policy counsel and director of advocacy for the Mission 3

Economic Development Agency, also known as MEDA. 4

Rooted in San Francisco's mission district, MEDA is 5

advancing a national equity movement by building Latino 6

prosperity, community ownership, and civic power. We were 7

founded in 1973, and we are a Latino-led non-profit 8

organization that invests in the lives of under-served 9

families through direct services, community development 10

initiatives, including our CDFI, and our affordable housing 11

development, and policy advocacy. 12

As you may know, San Francisco's Mission District is 13

one of our nation's ground zero for gentrification and 14

displacement and, in our case, of our historic Latino 15

population. MEDA has been a significant force in creating and 16

implementing solutions to stabilize our community. And our 17

membership in and support of the California Reinvestment 18

Coalition is one of these elements, and one of -- to -- of our 19

efforts to ensure equity, not just in the neighborhoods we 20

serve, but statewide and nationally. 21

That is why MEDA opposes the merger, unless there is 22

a strong community benefits agreement in place to ensure that 23

any merger produces a clear public benefit that is arrived at 24

with meaningful community participation. 25

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I agree with the testimony given by others who spoke 1

earlier today, particularly Mark Stivers and Katie Lamont, 2

that the merged bank must increase investments by 50 percent 3

at a minimum, and other speakers who have told you why it's so 4

important to ensure that no branches are closed in LMI 5

communities. 6

Based on today's testimony by the proponents of this 7

merger, I understand that there has been a commitment to 8

develop a community benefits agreement, and that community 9

benefits agreement is forthcoming. But as of today, as of 10

today, no such agreement exists. And given that we ask that 11

you not approve this merger until a clear and detailed and 12

formal written community benefits agreement is in place, this 13

is in the best interest of all the stakeholders and the 14

regulators, as well. And it seems like we're very close to 15

that. So we need to be courageous, and make sure that we get 16

this in writing so that we can all move forward. 17

Thank you for the opportunity to speak. And this 18

concludes my remarks. 19

MS. BANTA-LEWIS: Thank you for those comments. 20

We'll now hear from Nancy Swift. 21

If you would, turn on your camera and come off mute. 22

MS. SWIFT: Yes. Hello and thank you to this board 23

for this opportunity to be part of a very historic public 24

meeting, I understand. I also appreciate your fortitude in 25

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the length of this meeting. 1

My name is Nancy Swift. I'm the executive director 2

of JEDI in far northern California. We are a community 3

economic development organization providing entrepreneurial 4

and financial stability programs to under-served rural people 5

over the last 25 years. We host an SBA Women's Business 6

Center, an IRS free tax preparation center called VITA, and a 7

farmer's market. 8

I'm also the chair of the California Women's 9

Business Center Network, comprised of 16 centers providing 10

culturally appropriate in-language business development 11

services to targeted communities across the state. 12

Both programs have received impactful CRA and 13

foundational support from both U.S. and Union Bank, and we 14

consider ourselves strong partners with both banks. 15

As so many before me today, I'm here to discuss ways 16

in which this merger could achieve better success under the 17

applicable statutes. I'd like to speak especially to the 18

effects of the proposal on the convenience and the needs of 19

the communities to be served by combining the banks and the 20

insured depository institutions' performance under CRA. 21

I speak in opposition to the merger, unless a more 22

significant U.S. Bank community benefits agreement is signed 23

that includes a reinvestment goal comparable to 50 percent 24

more in California, and that is negotiated with the community. 25

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As we're all painfully aware, and was referenced 1

earlier, the effects of the pandemic have laid bare the 2

systemic failures to equitably serve women, women of color, 3

rural folks, low to moderate-income people, and black and 4

indigenous people of color. 5

I would expect that this merger was a moment in time 6

to strategically address this reality anew, and be very 7

specific in setting targets to better serve these particular 8

communities. There's quite a bit of reference in the 9

suggested U.S. Bank CBA to investing in low and moderate- 10

income and minority communities. As a part of this new 11

negotiated CBA let's also include women and rural areas 12

explicitly in our metrics. 13

Union Bank has many innovative investment programs. 14

One such program was referenced earlier by Carolina Martinez, 15

the weekend capacity-building programs for organizations 16

serving women small business owners. Expand this program to 17

meet the demand, as half the business startups in this state 18

are from women, and a greater percentage of women of color. 19

This could be a $3 million program spending -- spanning three 20

years. 21

Another area where Union Bank has had some 22

significant expertise is in making small loans -- under 23

$100,000 -- to small businesses. This is an asset to build on 24

in this merger, and would support the gap in funding small 25

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businesses face who are rebuilding California's inclusive 1

economy. 2

So in closing, I hope the bank will demand a CBA 3

that has at least a 50 percent increase in California, and 4

that is negotiated with the community. And I look forward to 5

working to make this merger have even more historic 6

commitments to California's under-served populations. Thank 7

you so much. 8

GROUP 13 9

MS. BANTA-LEWIS: Thank you for those comments. We 10

will now move into Group 13. And first we'll hear from Nick 11

Weiner. 12

If you would, turn on your video and come off mute. 13

MR. WEINER: Yes, okay. Well, thanks so much, yeah. 14

My name is Nick Weiner, I'm the national director for the 15

Committee for Better Banks, which is the only independent 16

voice for frontline bank workers. 17

On behalf of our 13,000 members, we oppose the 18

proposed merger of U.S. Bank and MUFG Union Bank, unless, as 19

others have mentioned, there's a community benefits agreement 20

that will ensure the merger will produce strong public 21

benefits. 22

Recent polls and surveys of our members reinforce 23

what we already know: bank consolidation results in job loss 24

through branch closings and layoffs, especially in under- 25

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served communities, and threatens consumer well-being by 1

impairing the rights of bank workers. Customer servicing 2

departments experience higher caseloads, performance metrics, 3

and sales goals. 4

Specifically, at U.S. Bank, employees have noticed 5

longer customer hold times over the past six months, which 6

they attribute to a recent hiring freeze, and many customer- 7

facing departments already cut to the bone. Workers are 8

concerned that the proposed merger will make this problem even 9

worse. 10

While we appreciate the CEO's verbal commitments 11

this morning, U.S. Bank has a long way to go to improve its 12

employment diversity. We recently conducted a study examining 13

issues related to race in the workplace at 13 large retail 14

banks using EEO-1 disclosure data. U.S. Bank received an 15

overall grade of a D. With respect to job advancement 16

opportunities, our study found black employees at U.S. Bank 17

had a mere 13.5 percent chance of being in senior management 18

or executive positions, compared to their white colleagues. 19

Frontline workers already endured tremendous stress 20

from bearing the weight of meeting customers' financial needs 21

on their shoulders. These roles sustain local communities, 22

determine customer satisfaction, and ensure bank health by 23

connecting branches to the economies they serve. Without 24

stringent requirements and enforcement mechanisms, banks 25

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rarely live up to their verbal commitments made prior to 1

obtaining merger approval. 2

As an example, SunTrust and BB&T did not live up to 3

the pledges made by their CEOs prior to gaining approval to 4

form Truist Bank. We found that Truist has not opened the 15 5

new branches in LMI communities that its CEO committed to at a 6

U.S. congressional hearing. Instead, to date, they have only 7

opened 10. Our analysis also showed that, post-merger, Truist 8

dramatically shifted away from opening new branches in BIPOC 9

and LMI communities by 35 percent. Further, in the first full 10

year of the merger, Truist laid off 8 percent of its total 11

workforce, or approximately 3,800 full-time employees. 12

Therefore, we urge the Federal Reserve Board and the 13

OCC to prevent this proposed merger from harming communities 14

through the elimination and degradation of bank worker jobs by 15

requiring a forward-looking community benefits agreement that 16

addresses workers concerns to ensure it provides clear public 17

benefits. 18

This concludes my remarks. Thank you so much. 19

MS. BANTA-LEWIS: Thank you for those comments. We 20

will now hear from Andrew Menor. 21

If you would, turn on your camera and come off mute. 22

MR. MENOR: Hi there. My name is Andrew Menor, and 23

I am the policy and civic engagement associate with the Thai 24

Community Development Center based in Los Angeles. Thank you 25

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for the opportunity to speak at today's hearing. 1

For 28 years our organization has been working to 2

address the multi-faceted needs of low and moderate-income 3

Thais and other minority communities throughout LA. 4

Therefore, we are intimately aware of the daunting challenges 5

facing disadvantaged minority communities throughout our city, 6

especially when it comes to accessing banking, lending, and 7

other key financial services. 8

One of the most persistent obstacles preventing our 9

communities from accessing financial products and services is 10

a lack of language access. Many of the communities we serve 11

are comprised of immigrants for whom English is not their 12

first or primary language. Because these individuals are 13

limited English proficient -- or LEP, for short -- they often 14

struggle understanding and completing key financial documents, 15

managing bank accounts, resolving problems with financial 16

products, and conducting everyday financial affairs that are 17

technical and challenging to navigate, even for native English 18

speakers. 19

Due to these language barriers, LEP consumers are 20

unbanked or under-banked at a much higher rate than native 21

English consumers, and have a much harder time accessing 22

capital, loans, and retail banking services. Consequently, 23

these consumers offer -- often turned to alternative or 24

higher-risk sources of financing and forms of money management 25

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in order to meet their financial needs. 1

It's important to note that these challenges are not 2

exclusive to LA, and exist across California. California is 3

-- according to the U.S. Census Bureau, almost 44 percent of 4

California households speak a language other than English, and 5

nearly 1 in 5 California residents are considered limited 6

English proficient. Therefore, we believe financial 7

institutions such as U.S. Bank must play a larger role in 8

creating a more inclusive environment in the financial 9

marketplace that is accessible for everyone, regardless of 10

their primary language. 11

For example, U.S. Bank should commit to increasing 12

multi-lingual staff, or hire third-party language service 13

providers to provide translated financial documents and 14

applications; verbal interpretation services, both in person 15

and over the phone; and other forms of language support to 16

assist with residential mortgage originations, small business 17

lending, and other banking needs. 18

Furthermore, U.S. Bank can provide financial 19

literacy classes and education about financial products in 20

multiple languages to reach unbanked and under-banked 21

immigrants. 22

We also believe their mobile app could include more 23

languages other than just English and Spanish. 24

To effectively meet the language needs of diverse 25

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LEP consumers, we suggest that U.S. Bank review demographic 1

data about the localities they serve from sources such as the 2

U.S. Census Bureau to effectively align their language-focused 3

resources with local demographics, and better serve the wide 4

array of LEP consumers across our state. 5

In conclusion, unless U.S. Bank's merger proposal is 6

amended to include a strong community benefits agreement that 7

incorporates not only our recommendations but those expressed 8

by all the other community organizations here today, we, 9

unfortunately, would have no choice but to oppose this merger. 10

Thank you so much for your consideration and time. 11

MS. BANTA-LEWIS: Thank you for those comments. We 12

will now move on to Adam Briones. 13

If you would, turn on your camera and come off mute. 14

MR. BRIONES: Hello, good afternoon. My name is 15

Adam Briones, and I am CEO of California Community Builders. 16

I will keep my remarks brief, because I know that we are 17

nearing the end of a very long day, but I do you want to give 18

some background on my organization. 19

CCB is a think and do tank that works to close the 20

racial wealth gap through home ownership, small business, and 21

access to capital, and believes that people of color must 22

always be at the table, not on the table of policy-making. 23

CCB is also a member of the Alliance to Close the 24

Racial Wealth Gap, a coalition of organizations in five states 25

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working to ensure that financial institutions reinvest and 1

support the diverse communities they profit from. 2

In relation to the merger, first, thank you to the 3

Federal Reserve and OCC for holding this hearing. For a 4

merger of this size and scope, it is important that as many 5

diverse community voices be heard as possible. 6

Second, I want to acknowledge that my organization 7

believes there have been good faith efforts by U.S. Bank 8

during this merger process, including a CEO meeting with the 9

Alliance members last year as part of their listening tour, as 10

well as the creation of a draft commitment with our and other 11

advocates' input. 12

I also want to add that we have a historic and 13

strong relationship with Union Bank, including as a grantee, 14

and we hold Union Bank's community development staff as the 15

gold standard in the industry. 16

Third, CCB and the Alliance submitted a comment 17

letter opposing the merger last year. For the record, CCB and 18

the Alliance remain opposed to the merger today. 19

The draft Community Reinvestment Plan that U.S. Bank 20

has presented is a starting point, but there are substantive 21

issues that we would like to see resolved before it is 22

finalized, and before this merger is approved, including an 23

agreement from the bank that the commitment will be signed by 24

their CEO and presented to their board of directors as a sign 25

Page 278

of the seriousness with which they take this commitment. 1

Further -- remain opposed to the merger until other 2

coalitions who have provided input into the plan are satisfied 3

that it meets the needs of the communities they represent. 4

We thank the Fed and the OCC for holding this 5

hearing, and U.S. Bank for their good faith efforts to engage 6

in continued dialogue with our and other coalitions. With 7

that said, we ask that this merger not be approved until U.S. 8

Bank and community coalitions throughout the country have come 9

to an agreement on what U.S. Bank's new CRA commitment will 10

be, and how it will be implemented. Thank you. 11

MS. BANTA-LEWIS: Thank you for those comments. We 12

will now hear from William Michael Cunningham. 13

Turn on your video and come off mute. 14

MR. CUNNINGHAM: Okay, I am William Michael 15

Cunningham. I'm CEO of Creative Investment Research. We are 16

a firm that's been creating high social impact investment 17

since 1989. I hold a master's in economics and an MBA in 18

finance, both from the University of Chicago, and I'm an 19

adjunct faculty member at Georgetown University. 20

Our perspective on this merger is as follows: We 21

believe it's a violation of 12 USC 1842(c)(1) in that it 22

results in monopoly concentration. Our research indicates 23

that, if current trends go uninterrupted, by 2041 there will 24

only be two banks in the United States of America. Just do 25

Page 279

the trend research yourself. 1

In addition, we see that the assets held by 2

depository institutions of greater than 700 billion has grown 3

to 40 percent as of 2020, and that's an increase from 10.5 4

percent in 1990. Actually, let me correct that. It was 2 5

percent in 1990. So we've seen nothing but a concentration of 6

assets leading to a monopoly condition. 7

Secondly, we believe the merger and the Fed's 8

approach here is in violation of 12 USC 1842(c)(2). The board 9

has excluded authentic African American viewpoints, as 10

indicated by the pettiness in scheduling these remarks last. 11

Instead, the board has relied on opinions from token industry 12

participants and "community" organizations funded by banking 13

entities. 14

Let me point out that we take no money from any 15

bank. 16

These entities have accelerated gentrification, are 17

self-interested, biased, ethnically and ethically compromised, 18

and they're managed by and represent the interests of 19

non-black individuals. 20

In addition to those violations, we believe this 21

merger is a violation of 12 USC 1842(c)(2) in that the Federal 22

Reserve has not identified the effects of climate change and 23

the impediments to a low carbon economy transition that the 24

merger will impose on society and the service areas. 25

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Finally, we believe that this merger also violates 1

12 USC 1842(c)(3) in that the Federal Reserve is unable to 2

regulate in the public interest and, therefore, cannot 3

appropriately supervise the resulting merged entity. The 4

merged entity is thus unable to provide the Board with 5

assurances that timely, accurate information on the bank's 6

operations will be utilized in a manner consistent with the 7

law's intent, since the Board itself may misuse whatever 8

information is provided. We refer to the recent resignations 9

of the Federal Reserve Bank president of Dallas and other 10

Federal Reserve Banks, and we also refer to Wells Fargo in 11

(inaudible). 12

So that's it for us. Thank you very much. 13

VOICE: Thank you. 14

GROUP 14 15

MS. BANTA-LEWIS: Thank you for those comments. We 16

will now move into Group number 14. First up we've got Bobby 17

Bivens. 18

If you could, turn on your camera and come off mute. 19

MR. BIVENS: Good afternoon. My name is Bobby 20

Bivens, B-o-b-b-y B-i-v-e-n-s, and I am the economic advocacy 21

chairperson for the California's NAACP State Conference of 22

Branches, and also a member of the NAACP National Economic 23

Advisory Committee. We are here -- or I'm here today 24

representing the opposition to the merger. 25

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The U.S. Bank and Union Banks are located in the 1

area where I am -- that is San Joaquin County, California, 2

more specifically, Stockton. And in San Joaquin County, 3

representing over 800,000 people, there are combined 5 4

branches, 5, for 800,000 people or more. 5

There has been zero -- zero -- outreach from either 6

bank to the black business community, the Latino business 7

community, or the Asian business community. Stockton, 8

California is the most diverse community in the nation. We 9

have over 80 percent ethnic minorities in our community. 10

Therefore, that means that Union Bank and U.S. Bank have not 11

made an effort to reach those people of color throughout San 12

Joaquin County. 13

The bank at -- the bank has not reached out to 14

either of the Chambers of Commerce. I did a check today to 15

make sure that the same conditions still exist today as they 16

have all along. 17

So we definitely oppose the merger until the banks, 18

both of them, and collectively one, are more willing to engage 19

in economic wealth of people of color, specifically African 20

Americans. And when African Americans benefit, all people 21

benefit, because there's no law or rule that only affects us. 22

The banks need to show good -- not just good faith, they need 23

to show actual participation and implementation of revenue 24

generation and sharing in the communities of color, 25

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specifically African American color people. 1

Again, we do not believe that this is to the benefit 2

of a large percentage of Americans that are in the San Joaquin 3

Valley and also central California. There needs to be an 4

increase in banks, and not a decrease. 5

So thank you for this opportunity to speak today. 6

Again, the NAACP California State Conference of Branches is in 7

opposition to this merger, and there are 52 branches 8

throughout the State of California. 9

Goodbye, have a great day. 10

MS. BANTA-LEWIS: Thank you for those comments. We 11

will now move on to Kenneth Kelly. 12

If you could, turn on your camera and come off mute. 13

MR. KELLY: Good afternoon, committee members Ben 14

Olson, Donna Murphy, Vaishali Sack, Chris Wangen, Barry Wides, 15

and Jason Almonte. My name is Kenneth Kelly, I serve as 16

chairman and CEO of First Independence Bank, which opened its 17

doors in May of 1970. 18

Our bank is a minority-owned and controlled 19

institution that is now approximately $400 million in assets. 20

We are one of only two banks headquartered in Detroit. On 21

February 22nd, 2022 we opened our first branch in Minneapolis, 22

Minnesota. I'll speak to this later. We are also only one of 23

about 17 African American owned and controlled banks out of 24

nearly close to 5,000 banks in the country. 25

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To be candid, we excel and talk about this from not 1

just an academic perspective, but one that is meaningful, 2

because we have put our money where our mouth is, as it 3

relates to banking. 4

I currently serve as a director of the American 5

Bankers Association, and I am also the past immediate chairman 6

of the National Bankers Association, which has been the voice 7

of minority banks in this country since 1927. 8

There are two points I want to drive home to support 9

this merger: one, the state of the banking sector, which you 10

probably already know; number two, the character of the 11

leadership of the merged institution. 12

The current state of banking. The cost pressures of 13

running an institution are enormous, and continue to increase 14

along the lines of compliance technology and also human 15

capital. These trends have been going on for nearly 40 years. 16

It is a fact that in Q1 1984,there were 18,083 banks in our 17

country. Today, there are 4,839 banks. Therefore, it is a 18

fact that the number of banks are declining, and the scale and 19

the size of the banks, from the asset standpoint, are growing. 20

This is needed to maintain the efficiency and stability of 21

this sector. 22

The essence of the banking sector is to create 23

certainty. Without our banking system, the American life that 24

we know and cherish would be challenged. At the Federal level 25

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the OCC was created in the midst of the Civil War to create 1

stability of the currency. The Federal Reserve was created in 2

1913, and the FDIC was created in 1933 to help solidify the 3

certainty and stability to maintain the banking sector when 4

moments of concern dictated the need for action. As a leader 5

of an institution, I can share firsthand the cost pressures 6

and the impact that they have on our business. 7

Secondly, I want to make reference to the topic of - 8

- I have shared regarding the character of the individuals at 9

U.S. Bank. I have gotten to know the individuals like Tyann 10

Allen and Greg Cunningham, who were instrumental in our bank 11

becoming a protege program of U.S. Bank through the Treasury 12

process under Secretary Mnuchin. Upon our bank review and the 13

possibility to move into Minneapolis, we've gotten to know 14

Director Dorothy Bridges and Vice Chairman Tim Welsh. These 15

relationships have been critical to us establishing a African 16

American bank in the Twin City market, and I think they should 17

be given credit for it. 18

Given the fact that our industry is going through 19

aggregation, the need to have strong character running these 20

types of institutions is a must, and I fully support the U.S. 21

Bank merger, understanding the sophistication of these two 22

individual banks, seeing that it is in the best interest of 23

both institutions moving forward. 24

Thank you so much for the time to testify today. 25

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VOICE: Thank you. 1

MS. BANTA-LEWIS: Thank you for your comments. We 2

will now move on to Pamela Isom. 3

If you would, turn on your camera and come off mute. 4

MS. ISOM: Good afternoon. My name is Pamela Isom, 5

president and CEO of In Case of Emergency, or ICE Safety 6

Solutions, and I'm a black, woman-owned company in business 7

for 23 years, and we have one mission, and that is to make 8

sure no person working in any corporation becomes ill, 9

injured, and lose a life. 10

I'm here today to support the merger, and the main 11

reason is I watched Union Bank grow from the first inception. 12

They were the only bank that would lend to me. They were the 13

only bank that had a lending program for minority and women- 14

owned businesses, when all the other banks turned their cheek 15

to us and walked away. 16

In 2005, with the merger of Union Bank and Bank of 17

California, I watched how Union Bank held steadfast to their 18

commitment of diversity, making sure they could lend to us. 19

In 2008, during the financial crisis, Union Bank was the only 20

bank who did not turn off our line of credit. They thought 21

more about the small women and minority-owned businesses to 22

make sure that we could survive. 23

And not only that, during the pandemic they were the 24

only bank, when so many other small, minority-owned businesses 25

Page 286

and women-owned businesses couldn't get PPP funding, and the 1

excuse was, "Did you not have a relationship with them," Union 2

Bank funded us. They have continued to support all types of 3

industries. 4

On top of that, their outreach and diversity to 5

businesses like mine to bring us into the economic growth and 6

vitality of supply chain. MUFG Union Bank has not only 7

brought our business into the supply chain, but they have 8

brought us into other corporations that are not even financial 9

institutions. They educate, they send suppliers who are up 10

and coming to educational programs like UCLA. They serve 11

banking programs at community colleges. They are boots on the 12

ground to make sure that, A, they support the business 13

community, they support supply chain, and they make sure that 14

I have the capital I need to grow. 15

There was no way I could be in business for 23 years 16

if I didn't have the financial capital support of Union Bank, 17

that I didn't have the relationship that I have. Therefore, 18

thank you, MUFG Union Bank. I definitely support this merger 19

because, at the end of the day, I need to make sure my 20

business can make it out alive, out of any pandemic, out of 21

any financial crisis. And that's exactly what Union Bank and 22

MUFG does with this merger. 23

Thank you so much. This concludes my remarks. 24

MS. BANTA-LEWIS: Thank you for those comments. We 25

Page 287

will now hear from Roberto Barragan. 1

If you could, turn on your camera and come off mute. 2

MR. BARRAGAN: Good afternoon, good afternoon. My 3

name is Roberto Barragan, I'm the executive director of the 4

California Community Economic Development Association here in 5

Los Angeles. And thank you very much to the Federal Reserve 6

and the OCC for hosting these hearings. 7

As a former chairman of the Federal Reserve Board of 8

Governors Community Advisory Council, I am very proud 9

that you have taken the time and worked with this technology 10

to bring us all together and before you. 11

CCEDA is a statewide organization of some 200 12

community financial institutions, community action agencies, 13

and community development corporations, all focused on serving 14

under-served communities of color, under-served communities of 15

color throughout the State of California. 16

Having said that, we have had a very productive 17

partnership with U.S. Bank for many years, and an almost 18

equally productive relationship with Union Bank over these 19

many years, helping small business, particularly through this 20

pandemic, and helping new and growing community development 21

finance institutions of color. 22

We urge U.S. Bank to complete and consummate and 23

execute a community benefits agreement that would speak to 24

speak -- it would speak to retaining bank branches. Our 25

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organization, CCEDA, is spending many days now in rural 1

communities throughout California. And as we learned over the 2

past decade, rural communities has been where we've been 3

challenged. Rural communities has been where resources have 4

not been available. Rural communities is where they need 5

assistance and support. 6

And then these communities that have needed 7

assistance, closing bank branches in rural communities is not 8

the way to serve them. And in U.S. Bank and Union Bank, they 9

have numerous branches in those communities that we hope will 10

-- and urge to be retained. 11

At the same time, while both the U.S. Bank and Union 12

Bank have made significant investments across California, we 13

now see that transformative, impactful investments that change 14

communities, that transform communities are what needed [sic]. 15

And finally, we're looking for more support for non- 16

profit organizations of color, non-profit organizations of 17

community development financial institutions of color 18

throughout the State of California. 19

I want to thank you for your time, and appreciate 20

the opportunity to speak with you. 21

MS. BANTA-LEWIS: Thank you for your comments. We 22

will move on to Karen Johnson. 23

If you would, turn on your camera and come off mute. 24

MS. JOHNSON: Good afternoon. My name is Dr. Karen 25

Page 289

Johnson, I'm the president and CEO of New Pathways for Youth 1

located here in Phoenix, Arizona, and I'm testifying today in 2

support of U.S. Bank. 3

U.S. Bank has been a wonderful partner for New 4

Pathways. Their leadership here in the Valley serves on our 5

board of trustees, as well as on our advisory committee. They 6

assisted us during COVID in transitioning our banking 7

services, and helping us to obtain the appropriate loans to 8

keep our agency in operation during the pandemic. They've 9

supported us through sponsorships and grants. 10

Our community -- our agency serves primarily BIPOC 11

youth who are living in poverty, and that bank's commitment to 12

that community and to our organization has been unparalleled. 13

Very grateful for their leadership, and very much in support 14

of their -- of this merger. 15

So I'll leave you my extra minute and a half. It's 16

been a long day for you. Thank you very much. 17

MS. BANTA-LEWIS: Thank you for your comments. 18

We'll now hear from Ruth Garcia-Corrales. 19

If you could, turn on your camera and come off mute. 20

MS. GARCIA-CORRALES: Hi, my name is Ruth Garcia- 21

Corrales, and I'm the director of New Economics for Women 22

Business Center in Los Angeles, an SBA program, and I want to 23

thank the Board of Governors for this opportunity to express 24

our support for the merger of U.S. Bank and Union Bank. 25

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We at New Economics for Women work specifically with 1

people of color. Seventy-five percent of our clients are 2

women, and we opened our offices in April 1st of 2020. When 3

everybody was shutting down, we were opening our offices. SBA 4

allocated this new women business center in Los Angeles, 5

northern part of Los Angeles, and I can tell you and testify 6

that Union Bank was there to help us. 7

We were starting, we were having all this 8

overwhelming amount of clients that needed help with the EIDL 9

and the PPP, and we were overwhelmed with so many people, and 10

Union Bank was there to help us. They were very supportive in 11

giving us the opportunity to connect with other organizations 12

and help with grants, and connect us with the County of Los 13

Angeles to get more support for the operation of our office. 14

This support is because Union Bank is -- it's a 15

community bank. They understand the needs of our community, 16

and we want them to grow and have a stronger reach in our 17

area. My support from Union Bank has given us the opportunity 18

to grow our programs, and we are sure that they're going to 19

continue their efforts in developing our organizations and 20

helping us with our community. And, of course, all the 21

programs with loans and micro loans and small business loans, 22

all of that helps our clients. 23

So I know you guys have a long day. I'm on the West 24

Coast, so for me it's only 3:00, or -- but for you guys, it's 25

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late. So I just want to thank you for giving us the 1

opportunity to share a little bit of our story today. Thank 2

you. 3

MS. BANTA-LEWIS: Thank you for those comments. We 4

will now hear from David Mendoza. 5

If you could, turn on your video and come off mute. 6

MR. MENDOZA: Yes, good afternoon. My name is David 7

Mendoza. I'm the project director for the Fresno Native 8

American and Business Development Center and the Minority 9

Business Development Center for the last 10 years, and I've 10

been listening to today's public hearing from the start. And 11

I appreciate your time and patience to listen to our comments 12

and concerns. 13

Currently we have no U.S. Bank branches in Fresno 14

County, and there is currently three Union Bank branches in 15

Fresno County. I'm concerned about the under-served rural 16

communities of our Central Valley, especially our Native 17

American communities. There's little access to capital for 18

these under-served rural small businesses and families. 19

The American Indian, Alaska Native, and Hawaiian 20

Native business communities is a growing sector of California, 21

Oregon, and Washington State's thriving small businesses. 22

They need access to capital to continue to grow their 23

businesses, provide services and products to their communities 24

and, more importantly, add jobs. 25

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In California we see many large banks focus in the 1

Bay Area and Los Angeles metro areas. We would like the U.S. 2

Bank merger to plan to better serve the Central Valley 3

businesses. With more and more bank branches closing, I would 4

like to use your -- like you to use your knowledge, your 5

input, and your expertise to make the right decisions. 6

I would like U.S. Bank to provide an access to 7

capital plan for the Central Valley rural communities in their 8

community benefits agreement. 9

I appreciate very much, and I know that your day is 10

long, and I salute you for your stamina, and I thank you for 11

your time. That will do it for me. Thank you very much. 12

MS. BANTA-LEWIS: Thank you for your comments. We 13

will now hear from Faith Bautista. 14

If you could, turn on your camera and come off mute. 15

MS. BAUTISTA: Hi. Well, hi, thank you, and 16

congratulations to Federal Reserve for putting this very 17

first-time Webex public hearing. It's pretty cool, actually. 18

Both U.S. Bank and Union Bank have always been 19

community supporters and made significant investment in 20

lending. This is why both banks are -- have outstanding 21

ratings. But can we make them outstanding-plus? I think we 22

can. Let's do more than what they already have been doing. 23

CRA, you know, in my opinion, has not really helped 24

LMI communities to narrow the gap of income and wealth 25

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inequality. We all know how expensive it is to be poor. We 1

need to continue having meetings with senior management to 2

find solutions to help those under-served, hard-to-reach and 3

-- hard-to-reach consumers that needs our help. After hearing 4

Andy Cecere today, I am hopeful that they will not only 5

listen, but will implement programs and local community needs. 6

It's not a one-size-fits-all solution. You know, we 7

understand how the -- how we -- we have to understand how to 8

break down the barriers, and do it with local CBOs and faith- 9

based organizations. There are small, extra small, medium 10

CBOs that can do as much as large and extra large 11

organizations. So, you know, let's not put all our investment 12

on an easy-to-fund organization. Automatic underwriting will 13

not help the people we serve. The new bank must invest on 14

CDFIs that focuses on helping borrowers that doesn't fit the 15

box on lending. Most of the time, creating mega-banks will 16

not help lending to micro and small businesses, but you can 17

find a local partner that can do that for you. 18

Lastly, anti-Asian hate. I've been listening to 19

this since 8:00, and I don't think Asian hate has been brought 20

up. You know, let's not forget the Asian. We are 21

experiencing discrimination for years, and it's not stopping. 22

Every day you will hear from youths and neighbors that 23

discrimination that my fellow Asian is experiencing. Diverse 24

segment or multicultural marketing segment has to increase 25

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marketing and support to the eight percent Asian population. 1

Do you know that 74 percent of Asian women has 2

experienced a hate crime? 3

Advertising dollars is less than one percent to 4

Asian. We need to do something about it, and I'm hoping that 5

the -- all of Union Bank, U.S. Bank are listening. 6

And thank you, thank you. It's late for you guys. 7

MS. BANTA-LEWIS: Thank you for your comments. 8

We'll now hear from Mark Angelini. 9

If you could, turn on your camera and come off mute. 10

MR. ANGELINI: Thank you. Good evening. I am Mark 11

Angelini, president of Mercy Housing Lakefront. We are the 12

geographic business center for Mercy Housing, Inc., operating 13

in the Great Lakes region of Illinois, Wisconsin, and Indiana. 14

We are the region's largest non-profit developer of serviced, 15

enriched, affordable housing. And I would like to express my 16

support for the proposed merger of MUFG Union Bank and U.S. 17

Bank. 18

Earlier today, Ismael Guerrero, CEO of Mercy Housing 19

Inc., noted that many -- noted the many banking services 20

provided to Mercy Housing by U.S. Bank, including a $10 21

million unsecured line of credit that supports all the pre- 22

development costs of the various Mercy Housing regional 23

centers, including Mercy Housing Lakefront. 24

Now I would like to add a little bit of a regional 25

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perspective, and note that both U.S. Bank and Union Bank have 1

been generous donors supporting the operations of Mercy 2

Housing Lakefront, and directly providing volunteer services 3

to our residents. Since I became president eight years ago, 4

both have been continuous donors, in terms of grants, and have 5

been very generous. In the case of U.S. Bank, the support 6

actually goes back further, to 1995. 7

In addition, many regional U.S. Bank employees here 8

in the Great Lakes area have donated time in providing 9

financial literacy assistance to many of our residents. 10

Another example of the, I think, very dedicated and exemplary 11

focus on community that comes from U.S. Bank personnel, U.S. 12

Bank assigned its senior regional leader, the vice president 13

and community affairs manager in Milwaukee, to be a founding 14

member and, for the past five years, board chair of our 15

Wisconsin Partnership Board. In that role she has provided us 16

wise counsel and guidance as we have expanded our mission in 17

Wisconsin. She has also been an engaged volunteer in 18

connecting us to resources and service partners. 19

In my experience then, this person, Suzanne Zwaska, I 20

think, really embodies the same community spirit and deeply 21

felt commitment to helping the residents who live with us that 22

all U.S. Bank volunteers have shown. We are grateful for the 23

time, talent, and treasure that local U.S. Bank have committed 24

in support of our mission. 25

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Thank you for your time and attention. 1

MS. BANTA-LEWIS: Thank you for your comments. 2

We'll now hear from Andrew Hoan. 3

If you could, turn on your camera and come off mute. 4

MR. HOAN: Good afternoon from Portland, Oregon, and 5

good evening to all of you on the East Coast. My name is 6

Andrew Hoan, and I am the president and CEO of the Portland 7

Business Alliance, which is Greater Portland's Chamber of 8

Commerce, founded in 1870, and represents the most -- the 9

largest and most diverse business network in the region. 10

On behalf of our over 2,000 members, I would like to 11

offer our support for the U.S. Bank and Union Bank merger. 12

I'd like to share testimony that highlights U.S. Bank's 13

commitment to improving the social and economic fabric across 14

the communities it serves. 15

In particular, and across our region, we have 16

witnessed the profound impacts that U.S. Bank has achieved in 17

areas related to community investment and housing and 18

homelessness to address racial and economic inequalities, 19

providing economic opportunities to minority and women 20

businesses, achieving innovation in community development, 21

financing, and access to credit in low to moderate-income 22

communities and communities of color, enhancements in the 23

areas of housing and small business, as well as strengthened 24

partnerships between its bankers, non-profits, and community 25

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development financial institutions, and opportunities to build 1

and steward two-way dialogues with community organizations to 2

help build shared solutions to prevailing community concerns. 3

The Portland Business Alliance also recognizes that 4

U.S. Bank employees are committed to serving their communities 5

in a variety of ways, from volunteer board service and 6

volunteer donation drives to ensuring that their time and 7

monetary investments are matched by U.S. Bank's employee 8

giving and engagement programs. 9

U.S. Bank is an incredible asset to the communities it 10

serves, and the alliance recognizes that U.S. Bank is a leader 11

and influencer in these areas. 12

We urge you to approve this application, and thank 13

you so much for your time and dedication to this process. 14

MS. BANTA-LEWIS: Thank you for those comments. 15

We'll now hear from Adair Mosley. 16

If you could, turn your video and come off mute. 17

MR. MOSLEY: Good evening to you all. My name is 18

Adair Mosley, and I serve as the president and CEO of 19

Pillsbury United Communities, a century-and-a-half-old 20

community impact organization. 21

Unequivocally, I come forward in full support of 22

this merger. 23

One of the most fundamental questions that I've 24

asked over the past two years is what does a moment need from 25

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its leaders? So I examine this opportunity through that lens, 1

and there I find leaders at U.S. Bank continuously rising to 2

meet the moment. 3

Beyond the economic impact levers, we must also 4

examine the integrity of leadership. Are the values, words, 5

and actions of the institution congruent? It is when this 6

harmonious balance is achieved that an institution can be 7

deemed trustworthy, and only then given more responsibility. 8

U.S. Bank meets this high bar. 9

Additionally, for me to give my testimony today, I 10

examined the position, decisions, and values of this 11

organization before we were met with the disruptive forces, 12

largely, of 2020. Where was the institution before racial and 13

social justice became mainstream, and virtue signaling in many 14

organizations? U.S. Bank has been consistent. In solidarity 15

with communities in creating an exclusive workplace for all, 16

more of a -- they have made monumental investments in our 17

community. 18

As a leader in our region, and a resident of north 19

Minneapolis, I've witnessed severe predatory lending practices 20

from institutions from payday loans to inhumane check cashing 21

services in north Minneapolis. I've witnessed banks regard 22

north Minneapolis not worthy of credible banking services, 23

leaving the un and under-banked helpless. 24

However, there has been one bank that has remained: 25

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U.S. Bank. Six years ago, Pillsbury stood up a grocery store 1

in north Minneapolis to address food insecurity and healthy 2

food access. Although at the time these were not strategic 3

pillars of their philanthropic giving, U.S. Bank understood 4

that it was the desire and aspirations of the community in 5

which they serve. Therefore, they provided a substantial 6

grant to the development of North Market. 7

Fast forward, May 2020. George Floyd's murder shook 8

the core of Minneapolis. And there we stood, a moment of 9

reckoning, a catalyst for racial and social justice across the 10

world. U.S. Bank met this profound moment by committing tens 11

of millions of dollars to CDFI and small black-owned 12

businesses to close the racial wealth gap. U.S. Bank made a 13

multi-million-dollar investment in our strategy, Justice Built 14

Communities, focused on building equitable economic 15

development. 16

Consistent congruency with values, words, and actions. 17

U.S. Bank is committed to rebuilding its branches with state- 18

of-the-art facilities in most economically challenged areas of 19

Minneapolis. U.S. Bank is poised to bring substantial 20

positive impact to California market, and double down on its 21

commitments to community that have been historically 22

marginalized [sic]. Thank you. 23

MS. BANTA-LEWIS: Thank you for those comments. And 24

now we'll hear from Yasmin Davidds. 25

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If you could, please turn on your video and come off 1

mute. 2

MS. DAVIDDS: Good afternoon, everyone. Thank you 3

for the opportunity to make comments at this hearing today. 4

My name is Yasmin Davidds, CEO of the Multicultural 5

Women Executive Leadership Foundation, a non-profit 6

organization offering leadership and entrepreneurship training 7

and development for multicultural women. Its focus is on 8

strengthening the U.S. economic landscape by leveraging 9

multicultural women cultural capital through customized gender 10

and cultural education, access to business capital, 11

mentorship, and a support network. It accomplishes this by 12

empowering multicultural women to develop leadership and 13

entrepreneurial intelligence, create jobs, and develop 14

leaders, thus spawning a new generation of successfully 15

sustainable, multicultural, high-level leaders and companies. 16

To accomplish this mission, we need the support of 17

banking institutions and other corporate citizens. Union Bank 18

has been unique among financial institutions of its type in 19

terms of supporting multicultural women leaders and 20

entrepreneurs. They have been constant and exceptional 21

contributors in both monetary support and leadership 22

engagement within our organization and others in our 23

community. 24

In the case of our organization, Union Bank provided 25

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the seed money to launch the Multicultural Women Executive 1

Leadership and Entrepreneurial Program, in partnership with 2

the USC Marshall School of Business. This program currently 3

stands as the only multicultural women leadership program for 4

senior level women in the country. Union Bank is represented 5

on our board and advisory committees and as faculty and 6

advisors in our programs. 7

Digital expansion of our entrepreneur programing and 8

services were enabled because of support from Union Bank. It 9

is because of this support that we were able to help our 10

multicultural women small business pivot to digital platforms 11

during the pandemic. Their businesses were sustained. Some 12

even grew. 13

Over the past 15 years we have had many 14

relationships with banking institutions. None have been more 15

dedicated than Union Bank in helping to support the 16

development of multicultural women leaders. Union Bank has 17

continued to be our strongest and most consistent contributor 18

over the years. From funding to board to direct leadership, 19

they have set the standard for best practices in this area. 20

It's for these reasons, among many others, that I am 21

supportive of U.S. Bank's acquisition of Union Bank. 22

Thank you for providing me this opportunity to 23

testify. This concludes my remarks. 24

MS. MURPHY: So thank you very much, everyone. On 25

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behalf of my co-presiding officer, Ben Olson, and all of the 1

panelists from the Federal Reserve Board and the Office of the 2

Comptroller of the Currency, we want to thank all of you who 3

have presented today, everyone who listened in and attended 4

the hearing, and particularly we want to thank all of the 5

presenters for cooperating with our fairly strict time limits 6

in order to allow everyone the opportunity to speak. 7

I also want to personally thank all of the Federal 8

Reserve Bank of St. Louis staff who worked so hard behind the 9

scenes to make this all work in this, you know, really 10

challenging format. But I think it really worked well. We 11

had presenters from all over the country. 12

So with that, we will -- we appreciate all the 13

remarks that were made. Obviously, they will be considered by 14

both the OCC and the Federal Reserve Board. 15

We also continue to encourage anyone who is 16

interested in submitting written comments, the Federal Register 17

notice for this public meeting contains instructions on how 18

those can be submitted between now and the deadline of 5:00 19

p.m. Eastern on Friday, March 11th. 20

And with that note, I want to wish everyone a good 21

afternoon and good evening, and thank you all again for 22

attending our public meeting, and for providing us with so 23

much heartfelt and thoughtful commentary. Take care. 24

(Whereupon, at 6:48 p.m., the meeting was 25

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